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RADIUM — AGM Information 2021
Sep 15, 2021
52154_rns_2021-09-15_93900ffa-19e2-4ccb-9929-a528ce149d01.pdf
AGM Information
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Stock Code : 2547
RADIUM LIFE TECH. CO., LTD.
2021 Annual General Meeting
Meeting Agenda
Date: June 25, 2021
Table of Contents
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I. Agenda ..................................................................................................................... 1 II. Status Reports ........................................................................................................ 2 III. Approval Items...................................................................................................... 4 IV. Discussion Item ..................................................................................................... 7 V. Extraordinary Motions ........................................................................................... 7 VI. Attachments .......................................................................................................... 8 (I) The 2020 Business Report ............................................................................... 8 (II) The 2020 Audit Committee's Review Report. ............................................. 18 (III) The status of company issued secured corporate bonds for 2020. ............. 19 (IV) Revised Provisions of ”The Company’s Corporate Governance Best Practice Principles” .................................................................................... 20 (V) Accountants' Review Report and Consolidated Financial Statements for the Year of 2020 ............................................................................................... 36 (VI) Annual Accountants' Review Report and Individual Financial Statements for the Year of 2020 .................................................................................... 47 (VII) 2020 Earnings Distribution Table ............................................................. 58 (VIII) The revised contents, benefits and implementation of the first overseas unsecured convertible bonds in 2004 ......................................................... 59 (IX) The Articles before Amendment and the List of the Amended Articles for Comparison ................................................................................................ 66 (X) Radium Convention Rules for Shareholders' Meetings ............................ 76 (XI) Radium Directors' Shareholdings ............................................................... 80 Meeting adjourned
I. Agenda for the 2021 Annual General Meeting of Radium Life Tech Co.
Time: June 25, 2021 (Friday) at 9:00 a.m.
Venue: 14F., No. 101, Bangka Blvd., Wanhua Dist., Taipei City, Taiwan (Great Skyview Hotel, Wanda Hall)
1. Opening of the meeting and address by the Chairman
2. Status Reports
(1) The 2020 Business Report.
- (2) The 2020 Audit Committee's Review Report.
(3) The 2020 remuneration to employees and directors distribution report.
(4) Report on the status of corporate guarantees for 2020.
(5) Report on the status of company issued secured corporate bonds for 2020.
(6) Report on the amendment of ”The Company’s Corporate Governance Best Practice Principles”.
3. Approval Items
(1) The 2020 Business Report and Financial Statements.
(2) The 2020 Earnings Distribution.
(3) The closure report for the Company’s first overseas unsecured convertible bonds in 2004.
4. Discussion Item
(1) Amendment of the Articles of Incorporation.
5. Extraordinary Motions
6. Meeting adjourned
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II. Status Reports
Status Reports 1
Subject of Cause: The 2020 Business Report is hereby provided for your examination and review.
Explanation: Please refer to pages 9 to 18 for the 2020 Business Report.
Status Reports 2
Subject of Cause: The 2020 Audit Committee's Review Report is hereby provided for your examination and review.
Explanation:
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(1) The Company's consolidated financial statements and individual financial statements for the year of 2020, the business report and 2020 earnings distribution table have been examined by the Audit Committee. The Audit Committee has reviewed and issued a report on its examination.
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(2) Audit Committee's Review Report, please refer to page 19.
Status Reports 3
Subject of Cause: The 2020 remuneration to employees and directors distribution report is hereby provided for your examination and review.
Explanation:
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(1) In accordance with Article 19-1 of the Articles.
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(2) The remuneration of employees and directors for the year of 2020 has been reviewed by the Salary and Compensation Committee on March 26, 2021 and approved by the Board of Directors on March 26, 2021, and the amount of NT$7,200,000 for employees and NT$5,000,000 for directors has been appropriated. All of them shall be paid in cash.
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Status Reports 4
Subject of Cause: The report on the status of corporate guarantees for 2020 is hereby provided for your examination and review.
Explanation:
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(1) As of December 31, 2020, the amount of the Company's external endorsement guarantee was NT$16,524,845,000. The total amount of external endorsement guarantee for the Company and its subsidiaries as a whole was NT$21,029,845,000, which accounted for 141.20% and 179.69% of the Company's equity (net worth) for the year of 2020, respectively.
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(2) In accordance with Article 4 of the Company's "Endorsement and Guarantee Practices", the total amount of endorsement and guarantee available to the Company and each of its subsidiaries as a whole is limited to six times the net value of the Company's most recently audited or reviewed financial statements, and therefore, the total amount of external endorsement and guarantee received by the Company and each of its subsidiaries as a whole in 2020 did not exceed the limit.
Status Reports 5
Subject of Cause: The Report on the status of company issued secured corporate bonds for 2020 is hereby provided for your examination and review.
Explanation:
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(1) In order to repay loans from financial institutions and improve the financial structure, the Company's board of directors resolved on May 13, 2020 and December 9, 2020, respectively, to issue the first to third secured common bonds in 2020, each in the amount of NT$1,000,000 thousand.
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(2) The first to third guaranteed common bonds for 2020 were issued on June 1, 2020, July 1, 2020 and December 29, 2020, all with a maturity of five years and a fixed interest rate per annum. Please refer to page 20 for issuance information and for the rest of the issuance information on the "Fund Raising Program Execution Zone" on the Market Observation Post System.
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Status Reports 6
Subject of Cause: The report on the amendment of ”The Company’s Corporate Governance Best Practice Principles” is hereby provided for your review.
Explanation:
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(1) In accordance with the amendment to the " Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies " by the Taiwan Stock Exchange Corporation in its letter No. 1090002299 dated February 13, 2020, ”The Company’s Corporate Governance Best Practice Principles” is amended.
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(2) For the revised ”The Company’s Corporate Governance Best Practice Principles”, please refer to pages 21 to 36.
III. Approval Items
First proposal (proposed by the Board of Directors)
Subject of Cause: The 2020 Business Report and Financial Statements is hereby provided for recognition.
Explanation:
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(1) The consolidated financial statements and individual financial statements of the Company for the year of 2020 have been audited by Mr. Gung, Jerry and Mr. Liu, Walter from Deloitte & Touche, who have issued an unfiltered audit report. The Audit Committee has also reviewed the Business Report and is of the opinion that there are no discrepancies.
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(2) For the Company's 2020 Business Report, the Accountants' Review Report and Financial Statements, and the Audit Committee's Review Report, please refer to pages 9 to 18 and pages 37 to 58.
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(3) Please acknowledge the matters for recognition. Resolution:
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Second proposal (proposed by the Board of Directors)
Subject of Cause: The 2020 Earnings Distribution is hereby provided for recognition. Explanation:
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(1) The Company's undistributed earnings at the beginning of 2020 amounted to NT$547,642,609, plus NT$622,689,073 in net profit during the 2020 period and NT$184,988 recognized in retained earnings from remeasurement of defined benefit plans. After deducting NT$247,024, recognized in retained earnings from remeasurement of defined benefit plans of subsidiaries, associates and joint ventures, $62,262,704 from the 10% legal reserve in accordance with Article 237 of the Company Act, and adding back $1,944,575 from the reversal of special reserve, the earnings available for distribution was $1,109,951,517.
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(2) It is proposed to distribute shareholders' dividends of NT$558,058,682 out of the earnings available for distribution, all in cash, at NT$0.62 per share, calculated up to the dollar (rounded down to the nearest dollar), and any monetary value of less than NT$1 is intended to be transferred to other income by the Company.
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(3) The above cash dividends are proposed to the shareholders' meeting to authorize the Board of Directors to determine the ex-dividend date and the payment date. If the total number of outstanding shares is subsequently affected by the issuance of new shares for cash, the conversion of domestic convertible bonds, or the repurchase of the Company's shares, the shareholders' meeting will authorize the Board of Directors to adjust the dividend distribution ratio based on the actual number of outstanding shares as of the dividend distribution base date. The chairman of the board of directors shall authorize the shareholders to adjust the dividend distribution ratio.
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(4) For the Company's Statement of Earnings Distribution for 2020, see page 59.
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(5) Please acknowledge the matters for recognition. Resolution:
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Third Proposal (proposed by the Board of Directors)
Subject of Cause: The closure report for the Company’s first overseas unsecured convertible bonds in 2004 is hereby provided for recognition.
Explanation:
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(1) In 2004, the Company issued its first overseas unsecured convertible bonds for US$20 million. The project was to finance the construction of the shopping mall area of the Xindian Depot Joint Development Project (hereinafter referred to as Mehas). The funds raised were fully committed to the project in 2008.
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(2) The Company originally planned to cooperate with the Taipei City Government in the Mehas shopping mall project. The Company planned to leased back from Taipei City Government the shopping mall floors from the 1st to 4th floors allocated to Taipei City Government to jointly operate with the 5th floor of the shopping mall allocated to the Company. On July 16, 2009, the Board of Directors of the Company revised the estimated benefits of the unified operation of the shopping mall in accordance with the final equity allocation ratio agreed with Taipei City Government and reported to the shareholders' meeting on June 17, 2010. Subsequently, due to the delay in the progress of the construction works and the negotiation on the rental of the shopping mall, the opening of the shopping mall was postponed to after 2015 at the earliest and the report was rescheduled to the shareholders' meeting on June 19, 2014.
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(3) Subsequently, due to repeated negotiations between Taipei City Government and the Company, a consensus could not be reached on the unified operation of the Mehas shopping mall, and eventually IKEA acquired the shopping malls on the 1st to 4th floors held by the City, while the 5th floor shopping mall was leased the 5th floor of the Mehas shopping mall to Jing-Jan Retail Business Co., Ltd. (hereinafter referred to as Jing-Jan), the amendment to its commercial efficiency has been submitted to the company’s shareholders’ meeting on June 24, 2019 for ratification.
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(4) In December 2020, based on the overall operational development, the Company sold the 5th floor shopping mall in Mehas shopping mall to Jing-Jan and settled the full benefit of the project. Please refer to pages 60 to 66 for the revised contents, benefits and implementation of the first overseas unsecured convertible bonds in 2004
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(5) Please acknowledge the matters for recognition. Resolution:
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IV. Discussion Item
First proposal (proposed by the Board of Directors)
Subject of Cause: Amendment of the Articles of Incorporation is hereby proposed for
discussion and resolution.
Explanation:
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(1) Amendment of the Articles of Cooperating with operational needs and in accordance with the Financial Regulatory Commission’s Financial Supervision and Administration Commission’s Order No. 1090150022 dated March 31, 2021, additional provisions concerning the provision of special surplus reserves.
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(2) The Articles before Amendment and the List of the Amended Articles for Comparison, please see pages 67 to 79.
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(3) Please submit the matters for fair determination.
Resolution:
V. Extraordinary Motions
Meeting adjourned
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VI. Attachments
Attachment 1. The 2020 Business Report.
The 2020 Business Report from Radium Life Tech Co.
Dear Shareholders,
Thank you for your continued trust and support to Radium Life Tech Co., Ltd. In spite of the challenging COVID-19 pandemic, the team has been working hard to deliver the best results from our construction division, healthcare, circular economy, and transportation service business. The Radium Group is committed in further expanding and diversifying our businesses to match future trends and to meet shareholders’ expectations.
In February of 2020, the Radium Group’s construction business and the subsidiary Titan Development and Construction Co., Ltd. signed the “Kaohsiung Railway Station East Old Dormitory Area Urban Renewal Project” with the Taiwan Railways Administration to develop 8,378 pings near the east of the Kaohsiung Station as an urban renewal project. In December of 2020, Radium signed two investment contracts for land development projects with the Taichung City Government. The two projects will utilize the transit-oriented development (TOD) model, the Wenxin Chongde Station lot has a size of around 700 pings while the Wenxin Yinghua Station lot is around 500 pings. Both lots are located on the Green Line of Taichung MRT and will be constructed directly adjacent to their respective MRT station and will be future landmarks in the Taichung. In addition, Radium was also awarded the “Urban Renewal Project for Lot 246, Subsection 3 Gongyuan Section, Zhongzheng Dist., Taipei City” in December 2020. This project site currently houses the Lianhe Building and is located at the intersection of the Guanqian Road and the Xinyang Street. The total land area is 599 pings and is zoned as a Type 4 Commercial zoning. The Group is planning to utilize the advantages of the Guanqian Road commercial area along with the neighboring five transportation systems to develop a smart, green and Grade A office building. The project shall be a landmark in Taipei’s historic downtown area. The investment contract for this project is scheduled to be signed during the first half of 2021.
Taiwan has become an aging society, enterprises need to be more aggressive in providing solutions to support the elderly in both physical and psychological needs. A few years back the Radium Group began establishing our elderly care business and at the end of 2020 Radium formally announced “Radium Silver Life Project” Project. The project is aimed at creating an elderly care facility in Sanzhi that offers quality retirement services to meet the different needs of the elderly. The Genesis-Sanzhi is divided into an east and west wings with a total area of about 5,864 pings, that include residential units (The GENESIS) for sale and units for rent (Le Tau Chu Senior Happiness Home-Sanzhi). Radium Silver Life Project focuses on health promotion and customized care, utilizing the latest technology such as ultra-wideband (UWB) positioning technology and cloud monitoring while also providing nurses and dieticians all in one location. In the future, there are plans to enter into agreement with professional medical care, long-term
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care, healthcare departments of Mackay Medical College, the Minghsin University of Science and Technology, and St. John's University. The company plans to develop a safe and worry free environment for the elderly.
Rih Ding Water Enterprise Co., Ltd., which is part of the circular economy division, has constructed Taoyuan North District Wastewater Treatment Facility, which is a Silver Grade Green Building, located at Taoyuan’s North District. The company operates the Taoyuan facility and is in charge of the sewerage system construction. The wastewater treatment facility, located on a 7,610 hectare lot, processed over 17 million metric tons of wastewater in 2020. The company has also completed phase 2 of the project in December 2020, which added an additional 115 kilometers of pipeline to the underground network. Additionally, the company is ahead of schedule in terms of reaching the 100,000 households and completed the goal of treating 100,000 metric tons of sewage daily. Moreover, along with patented BioNET and membrane bioreactor (MBR) filtration technology, it can generate up to 30,000 tons of reusable water a day and support in improving the water quality of the Nankan River.
In 2020, Radium entered into a partnership with ECOVE Environment Services Corp., an affiliate of CTCI Corporation, and has been awarded the BOT Project of Resource Processing Center in Changhua Coastal Industrial Park by Industrial Development Bureau. Jing Ding Green Energy Technology Co., Ltd. was established to manage operations for the said BOT project over the next 20 years. An environmental impact assessment is currently underway. The project looks to process an estimated 700 tons of general industrial waste, sludge, waste oil, and waste daily once operations are up and running. Radium Group’s subsidiary Rih Zuan Green Energy has installed solar panels in Qishan, Kaohsiung which generates 3 million kWh per year. The generated electricity is returned to the grid and should be enough to supply the needs of around 1,546 residents in the Greater Kaohsiung per year.
Diversification has a core philosophy for the Radium Group. Q Square, a Radium Group subsidiary, is located in the same development as the Taipei Bus Station. Q square, which has been a financial success, has officially opened a new branch “Q square Xiaobitan” in March 2020. To enhance the Mehas project in the Xindian area, an artificial deck was designed and constructed that houses a 20,000 ping green park. This deck comprises a part of the 1km long project which is located right beside the riverbank of the Xindian River. The opening of the Q sqaure Xiaobitan location has also enhanced the living environment within the Mehas project. On the other hand, the Radium-Kagaya International Hotel, the sole overseas branch of Kagaya from Japan, which has been ranked first place of the “Top 100 Japanese Hotels” for 36 consecutive year, has been awarded ”2020 Taiwan Service Industry Awards - Gold Medal in Hotel Industry (Leisure and Resort).” Even during the difficulties due global Covid-19 pandemic, the Radium-Kagaya team has persevered and worked hard to deliver unparalleled service and hospitality.
The Radium Group also operates the Taipei Bus Station. Its subsidiary, Wan Da Tong, manages the bus terminal which serves 900,000 buses annually that translates to around 12
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million passengers per year. The company utilizes the latest technology to efficiently manage the high volume of buses that come in and out of the terminal while reducing carbon emissions by 5% to 8% per year. This has enabled Wan Da Tong to garner several accolades from the Industrial Development Bureau, Ministry of Economic Affairs, and the Ministry of Transportation and Communications. Wan Da Tong has worked with the major bus companies such as United Nations, Guoguang, Gemalan, Hexin, Aloha, the main operators of Taiwan Union, Taroko Passenger Transport and Jieshun Transportation to launch the Taipei Bus Station Smart Ticket Platform APP in June 2020. The platform allows passengers to purchase tickets online and also access a plethora of other transportation platforms which makes it easier for travelers to navigate the different locations in Taiwan.
As part of the ESG (Environment, Society, Governance), the Radium Group’s construction projects have all adopted green building practices as the benchmark. Projects such as Radium Perfect Life in Banqiao, Super Station in Daqiaotou, Le Tau Chu Senior Happiness Home-Zhonghe, youth housing projects in Zhonghe & Sanchong, Taoyuan North District Water Recycling Center, and Radium’s New Q Square in Qingpu, etc., all have been awarded Green Building certifications. As for Sanzhi’s the GENESIS and the Le Tau Chu Senior Happiness Home-Sanzhi, these are being designed with higher greenery coverage and to meet the criteria for green buildings. Radium Perfect Life, which was awarded a Double-Diamond-Grade Green Building, contains over 25,000 pings of green space with 89 kinds of trees and shrubs. The ecological rainwater storage system, designed for water retention and flood detention, can recycle up to 6,166 tons of water. The community’s green areas can reduce carbon dioxide emissions by 3,001 metric tons per year, which is equivalent to 7.8 fold of the annual carbon adsorption capacity of Daan Forest Parks. Also, the Kaohsiung Railway Station East Old Dormitory Area Urban Renewal Project signed in 2020, Wenxin Chongde Station project and Wenxin Yinghua Station project for Taichung MRT, as well as the urban renewal project for Lot 246, Subsection 2 Gongyuan Section, Zhongzheng Dist., Taipei City project are all designed to meet the criteria of Smart Green Buildings.
Although global environment was very challenging in 2020, Radium was cautiously looking for opportunities. Radium performed a timely transformation to meet on-going challenges and take advantage of available opportunities. The 40 years of experience in the construction and development industry has been transformed into a diversified conglomerate operating in several areas such bus terminal operations, circular economy, retail, hospitality and other businesses. In the future, Radium will be assessing how to leverage the latest technology and global trends to further innovate and make a digital transformation to meet local and global demands while increasing competitiveness. Radium Group will continue focusing on the core concepts of “innovation, diversity, sustainability, and co-living”. Once again, thank you for your support and trust to the Radium Group.
The following is the Company’s 2020 operating results and 2021 outlook for shareholders:
I. 2020 Operating Results
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(I) Consolidated financial results
| Unit: NT$ thousands;% | Unit: NT$ thousands;% | Unit: NT$ thousands;% | Unit: NT$ thousands;% |
|---|---|---|---|
| Year Items |
2020 |
2019 | Growth Rate |
| OperatingRevenue | 6,772,332 | 6,325,345 | 7.07 |
| Net Income | 667,285 | 466,337 | 43.09 |
| Net Margin | 9.85 | 7.37 | 33.65 |
As for the Company's income recognized for 2020 with construction projects delivered, the consolidated operating revenue of 2020 reached NT$6,772,332 thousand , an increase of NT$446,987 thousand compared with 2019 years; the net income in 2020 was NT$667,285 thousand, an increase of NT$200,948 thousand compared with 2019 at a growth rate of 43.09%.
(II) Budget implementation
The company did not compile a financial forecast in 2020.
(III) Financial Income and Expenditure and Profitability Analysis
1. Cash Flow Change Analysis
Unit:%
| 1. Cash Flow Change Analysis | Unit:% | ||
|---|---|---|---|
| Year Items |
2020 |
2019 | Percentage Change |
| Cash Flow Ratio | - | - | - |
| Cash Flow AdequacyRatio | 228.79 | 149.30 | 53.24 |
| Cash Flow Re-investment Ratio | (1.32) | (1.85) | (28.65) |
Note: "-" is for negative net cash flow from operating activities.
As the Company's construction projects in 2020 were successively delivered and the gains were recognized, the inventories continued to decrease, and the cash flow adequacy ratio increased compared with that in 2019.
The Company issued cash dividends in 2020 and 2019, respectively, resulted in a negative cash reinvestment ratio. The cash flow reinvestment ratio in 2020 increased compared with that in 2019, due to the decrease in cash dividends distributed in 2020 compared to 2019.
2.Profitability analysis
Unit:%
| rofitability analysis | Unit:% | ||
|---|---|---|---|
| Year Items |
2020 |
2019 | Percentage Change |
| Return on Total Assets | 2.27 | 2.06 |
10.19 |
| Return on Equity | 5.69 | 3.92 |
45.15 |
| Net Margin | 9.85 | 7.37 | 33.65 |
| Basic /Diluted Earnings Per Share(NT$) |
0.69 | 0.45 | 53.33 |
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As the Company's construction projects in 2020 were successively delivered and the gains were recognized, the 2020 net income increased compared with that of 2019, and all profitability indicators increased compared with that of 2019.
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(IV) Research and development status
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Construction business
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(1) Introduce the rental and sale model in its elderly care business, featuring whole-generation home-based care based on innovate business concepts.
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(2) Adopt the TOD urban development model to combine projects with public transportation stations in a shared structure model and design integrated smart green buildings.
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(3) Develop buildings with complex living functions, such as residential buildings combined with transportation, shopping malls, and other retail spaces.
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Circular economy business
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(1) The water resource recycling center adopts the patented BioNET filtration technology (a new biological treatment system with BioNET as the core) to produce re-usable water.
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(2) Based on the concept of sustainable development and resource regeneration, the segment studies the conversion of waste into renewable fuels or auxiliary fuels, and uses waste-to-resource methods to achieve the effect of material recycling and reuse and improve resource utilization, while striving to integrate the ecological chain of the resource recycling industry, such as waste-to-energy resource recycling centers and relevant industries.
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Operations business
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(1) Optimize the smart station management system of the bus station and study a more automated operation model.
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(2) The smart mobile bus ticket system is developed as a service platform for integration of different transportation companies.
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(3) Continue to conduct digital transformation through the introduction of new technologies to expand the e-commerce market.
II 、 Business Plan for 2021
(I) Business objectives
With a passion for innovation, the Company is looking to build a sustainable brand while retaining its core values, and efficiently utilizing resources to enable the public to have healthy and diverse lifestyles. Beginning from the construction industry, building up our competitive advantage, with a mission to protect environment, we uphold the belief that land and resources belong to the public and we build buildings on the premise of caring for these living spaces. We develop and design different types of residential, office, and commercial products, with the business philosophy of "innovation, diversity, sustainability, and co-living" integrated in each of the Company's projects. We aim to build developments that last over a century, provide a
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high-quality living environment, and deliver prosperity to customers, enterprises, and the society.
In addition to building residential and office buildings, we have set our eyes on the business opportunities in the elderly society and entered the "Senior Happiness Home" market. We have designed a comprehensive care service system for the elderly to take care their bodies, mind, and spirit and to provide self-reliant, healthy lifestyles to the elderly.
In support of the recycling economy and to protect our environment and its resources, the Company invested in Taoyuan Wastewater Sewerage System BOT Project in 2012 to support the government's recycling economy policy. The company has been committed to expanding the development of Sustainable Business or Green Business division and is currently planning to extend the Group’ business to the resource recycling business, with the aim of recycling resources and reducing the drain on global resources while attaining a new revenue stream.
In the future, all employees of the Company will continue to identify customer needs, provide sincere service, provide utmost quality, and achieve sustainable development in line with the business philosophy of "innovation, diversity, sustainability, and co-living". The Company as a whole will continue to strive hard on various development projects to provide the public with a better quality of life and living environment, and to leverage the business synergy of the Group’s business entities to provide more diversified, higher value-added, and more complete services to achieve future goals.
(II) Sales forecast and sales policy
The Group’s revenue and profit targets for 2021 are based on the estimates of the operations of the construction business, the circular economy business, and business operations. In terms of the construction business, it is estimated that the revenue in 2021 will mainly come from the MRT Daqiaotou Station Joint Development Project and the revenue recognized from the subsidiary Ji Shun Company’s Qingpu Project in Taoyuan after completion. In terms of circular economy business, the revenue is mainly from the stable revenue of the Rih Ding Water Company’s Taoyuan Wastewater Sewerage System BOT Project, and Ding Sheng Green Energy’s effort in creating revenue in circular economy. In terms of the operations business, the stable revenue from the Taipei Bus Station, Q square, and Radium- Kagaya International Hotel is expected to contribute to the Company’s profits. The stable revenues from business operations will offset the fluctuations to revenue from the construction business.
(III) Important Production and Marketing Policies
1. Production Strategy
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(1) The land development strategy focuses on market-oriented needs as well as overall development that integrates technology into life, while seeking out partners of joint development and urban renewal projects.
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(2) The product design planning will concentrate on high value-added human-friendly and diversified products to meet the market demand.
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(3) To fully utilize design materials and construction management mechanism to reach the goal of cost control while at the same time improving construction efficiency.
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Sales Strategy
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(1) Products are planned and positioned for market needs and changes.
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(2) Sales target for “zero unsold houses”.
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(3) Appoint professional salespersons or carefully select a well-reputable real estate agency to create outstanding sales results together.
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(4) Set up versatile marketing channels.
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(5) Pay more attention on after-sales and after-rental customer service and property management, such as strengthening warranty and providing convenient repair services. By providing comprehensive after-sales and after-rental customer service and property management, the value of the building can be increased, and the living needs of buyers (renters) satisfied, further deepening the brand image through the accumulated customer satisfaction and recognition.
III 、 The Company’s Future Development Strategy
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(I) Cultivate the Construction Industry
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Effectively integrate resources of all parties for the Company's existing construction projects and enforce the policy of good quality and precise cost control, creating the highest efficiency for each project.
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Expand business operations - develop businesses that generate stable income using the business properties of existing construction projects or seek suitable locations to improve their economic scales. These locations are to be set as goals to be listed in the capital market at an appropriate time to increase shareholders’ equity.
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(II) Circular economy business
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Develop the self-owned land in the Taoyuan Technology Industrial Park as a circular economy demonstration park and connect it to the local resources to promote the integration of green energy resources and diversified and sustainable use, such as promoting the connection of waste-to-energy businesses, setting up an energy resource recycling supply center, developing waste heat recycling technology, constructing a biomass energy center for industrial waste, and integrating the recycling and reuse of effluents in the park.
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Accelerate the organization of project planning and design, construction, management, operation, and R&D teams related to circular economy technologies to actively participate in bidding for government-related circular economy development projects or cross-industry collaboration to expand participation in circular economy, accelerate the development of the Group, and fulfill its corporate social responsibility.
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The second phase of the Taoyuan North District Water Recycling Center was completed at the end of 2020. After completion, the sewage treatment capacity can reach 100,000 tons per day. It will continue to be developed according to the plan to create stable revenue for the Group in the long term.
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The alliance formed by the Company and ECOVE Environment Services Corp. won the bid for the Zhangbin Industrial Park Resource Processing Center New BOT Project, and the alliance established Jing Ding Green Energy Technology Co., Ltd. in September 2020, which signed a contract with the Industrial Development Bureau to formally start implementing this project. The Environmental assessment reviews, turnkey planning, design, construction, and operation will be conducted in order. It is estimated that 700 tons of general industrial waste and sludge can be processed every day after completion, contributing to business waste treatment and waste-to-energy sales revenue.
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Connect with the future, integrate industry-academia resources to strengthen industry-government-academia-research collaboration, work with relevant businesses, engage in transformation toward environmental protection, safety, and high-value-added development, and promote technology integration and training of professionals. Promote ecological design of products, introduce the life cycle concept to the planning and design stage, and promote product reuse ecological design, so that products can be reused, dismantled, classified, and regenerated in the waste stage, to increase resource recycling and reuse, and assist enterprises in developing the business and operating model based on the circular economy concept.
IV 、 The Impact of the External Competitive Environment, Regulatory Environment, and Macroeconomic Conditions
(Ⅰ) External competitive environment
Since the property industry is mainly based on geographical areas and is different from general industries with obvious competition. It is usually a competition between different projects in an area, and depends on the planning and design capabilities of each product, so how to strengthen the market segmentation of each product to maintain profitability and competitiveness is very important. In the past, the Company's products were mostly MRT joint development projects, with a composite design as the main pillar. Since it can provide buyers with diversified daily life functions, all the projects introduced could maintain good sales results. In the future, the Company will continue to leverage its flexible and creative planning design capabilities to launch market-competitive products. This will be the Company's goal for continuous improvement and effort.
(Ⅱ) Regulatory environment
In order to declare its determination to combat speculation on land and housing prices, the government has launched a number of measures to cool off the housing market, including mortgage quota control, increase of loan interest rates, and luxury housing taxes. At the end of 2020, the Central Bank launched selective credit control the housing market, including restricting the mortgage quotas for juridical and natural persons’ third property or more, and limiting the quota for mortgage on unsold new property to 50%. In addition, in the integrated housing and land tax system 2.0 passed by the Executive Yuan in March 2021, the short-term possession period has extended
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to 5 years, and the tax rate on property sales within the 5-year period has been increased, which will increase the capital cost and challenge of the developers’ development projects. The Company keeps abreast of changes in housing market policies and develops countermeasures to reduce the impact of changes in laws and policies on the Company’s operations.
(III) Macroeconomic conditions
According to the Sinyi Real Estate Review in the fourth quarter of 2020, in the real estate market, the number of properties sold and transferred across Taiwan in 2020 reached 326,600 units, an annual increase of 8.8%, setting a seven-year high. In the six special municipalities, Taipei and Taichung showed the best performance with a growth of 24.8%. Kaohsiung’s annual growth rate was more than 20%. New Taipei, Taoyuan, and Tainan has the annual growth rate of 9.9%, 2.9%, and 2.9% respectively. In terms of prices, the housing prices in Taipei and New Taipei Cities have been affected by the return of overseas capital and risen significantly since the third quarter of 2020. Particularly, the housing prices in New Taipei City continued to hit new highs, and Taipei City was only 3.78% lower than and the previous peak, and the housing prices in the five metropolitan area, namely Taoyuan, Hsinchu, Taichung, Tainan, and Kaohsiung also continued to rise. In the past two years, the number of residential construction licenses has greatly increased, and the new supply will continue to grow, which is bound to pose a resistance to the upward trend of housing prices. With the proper domestic control of the pandemic and the future vaccination measures, the overall economy will turn more optimistic. Many investors, after the price surge, joined the market to invest in property, which has caused the government to intervene in December, and the driving force behind the upward trend is limited. As the government’s measures continue take effect, it is bound to have a considerable impact on the future of the housing market.
According to statistics from My Housing, the scores of My Housing's indicators dropped for two consecutive months, and the corresponding light has shown the yellow-and-blue light for eleven consecutive months. Even though the effect of the government’s speculation suppressing measures remained in the fourth quarter of 2020, and January and February were the traditional off-seasons in the new property project market, the number of new property projects in January, 2021 was still relatively large compared with the same period in previous years, which represented the industry’ was still optimistic about the market. The Company will flexibly adjust its strategy based on the subsequent development of the pandemic situation and overall economic changes.
In response to the impact of the above-mentioned external competition environment, legal environment, and overall operating environment, the Company has actively developed diversified business entities in recent years, such as asset management, shopping malls, and resource recycling businesses with fixed lease income. It is expected that diversified operations can enable the Company to maintain more stable income and profit, and to reduce the impact of the construction business and housing market policies on the operations. For example, there are net income of shopping malls, the rental and commission income from the asset management business,
- 16 -
and even the amortized the principal and interest income of the sewage treatment facility construction fee paid by the government after the completion of the construction of sewage treatment facilities per the agreement, as well as the sewage treatment fee income. It is expected that in the future, with the gradual increase in the proportion of revenue from the transportation service and resource recycling businesses, because of their stable cash flow characteristics, it will enhance the Company's ability to respond to changes in the overall operating environment.
Since the outbreak of COVID-19 in early December 2019, there have been more than 115 million confirmed cases and 2.5 million deaths so far (as of early March 2021), which has had a major global impact. Taiwan is quite stable in terms of pandemic control and will launch vaccination, together with some countries, in 2021. However, as the degree of global economic recovery remains uncertain, we still need to stay vigilant about the risk at this stage. Furthermore, due to the different levels of impact on different industries, each subsidiary has evaluated the length, breadth, and depth of the impact according to the characteristics of its own industry, and will flexibly respond to various scenarios in the post-pandemic era and adjust decision-making in order to minimize the impact of the pandemic on the economy and its business.
Finally, we wish you good health and all the best.
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Attachment 2. The 2020 Audit Committee's Review Report.
Radium Life Tech Co., Ltd.
Audit Committee's Review Report
We have audited the 2020 business report and financial reports (incl. consolidated and standalone financial statements). The aforementioned financial statements and earnings distribution table are audited by Deloitte Taiwan, and the CPAs have issued a report with unqualified opinions. The business report, financial statements and the motion for earnings distribution stated above have been reviewed by the Audit Committee and no discrepancy has been found. We have presented you the reports based on the provisions stipulated in Article 14-4 in the Securities and Exchange Act and Article 219 in the Company Act. Regards,
2021 Shareholders’ meeting of Radium Life Tech Co, Ltd.
Convener of the Audit Committee:K. C. Chou
March 26, 2021
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Attachment 3. The status of company issued secured corporate bonds for 2020.
| Corporate Bond Type | Corporate Bond Type | First time in 2020 secured ordinary corporate bonds |
Second time in 2020 secured ordinary corporate bonds |
thirdtime in 2020 secured ordinary corporate bonds |
|---|---|---|---|---|
| Issue(Processing)Date | June 1,2020 | July1,2020 | December 29,2020 | |
| Denomination | NT$1,000,000 | NT$1,000,000 | NT$1,000,000 | |
| Issuing and Trading Locations |
Taiwan | Taiwan | Taiwan | |
| Issue Price | Issued in full byface value | Issued in full byface value | Issued in full byface value | |
| Total Amount | NT$1,000,000,000 | NT$1,000,000,000 | NT$1,000,000,000 | |
| Interest Rate | Annual interest rate: 0.68% | Annual interest rate: 0.65% | Annual interest rate: 0.55% | |
| Period | 5 years Expiration Date: June 1, 2025 |
5 years Expiration Date: July 1, 2025 |
5 years Expiration Date: December 29,2025 |
|
| Guarantee Agency | First Commercial Bank | First Commercial Bank | Taiwan Business Bank | |
| Trustee | Land Bank of Taiwan. | Land Bank of Taiwan | Land Bank of Taiwan | |
| UnderwritingAgency | First Securities Inc. | First Securities Inc. | Taiwan Cooperative Securities | |
| Attorney | Far East Law Offices Attorney: Chiu Ya-Wen |
Far East Law Offices Attorney: Chiu Ya-Wen |
Far East Law Officers Attorney: Chiu Ya-Wen |
|
| CPA | Deloitte Taiwan CPA: Gung,Jerry |
Deloitte Taiwan CPA: Gung,Jerry |
Deloitte Taiwan CPA: Gung,Jerry |
|
| Repayment method | Repayment of principal in one lump sum At the end of five years from the issue date |
Repayment of principal in one lump sum At the end of five years from the issue date |
Repayment of principal in one lump sum At the end of five years from the issue date |
|
| Outstanding principal repayment |
NT$1,000,000,000 | NT$1,000,000,000 | NT$1,000,000,000 | |
| Redemption or EarlySettlement Terms |
None | None | None | |
| Restrictions | None | None | None | |
| Name of credit rating agency, rating date, results of corporate bond rating |
None | None | None | |
| Attached Other Rights |
Number of ordinary shares, overseas depositary receipts or other marketable securities converted (exchange or stock option) as of the publication date of the Handbook |
N/A | N/A | N/A |
| Issuance and conversion (exchange or stock option) |
Details of the company’s First Secured Ordinary Corporate Bonds Issued in 2020 |
Details of the company’s second Secured Ordinary Corporate Bonds Issued in 2020 |
Details of the company’s Third Secured Ordinary Corporate Bonds Issued in 2020 |
|
| The method of issuance and conversion, exchange or stock options, possible dilution of equity and impact on equity of existingshareholders. |
There is no material adverse impact. |
There is no material adverse impact. |
There is no material adverse impact. |
|
| Name of the custodian agency |
N/A (non-exchangeable bonds) |
N/A (non-exchangeable bonds) |
N/A (non-exchangeable bonds) |
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Attachment 4. Revised Provisions of the Code of The Company’s Corporate Governance Best Practice Principles Radium Life Tech Co., Ltd.
Code of Corporate Governance Practices
Chapter 1. General Provisions
Article 1
The Code of Corporate Governance Practices is hereby established for the Company with reference to the Code of Corporate Governance Practices for Listed Companies jointly established by the Taiwan Stock Exchange Corporation (TWSE) and the Taipei Exchange (TPEx).
The Company shall establish an effective corporate governance structure and disclose it on the Market Observation Post System (MOPS).
Article 2
The Company shall establish a corporate governance system in addition to complying with relevant laws, regulations, articles of incorporation, contracts signed with the TWSE or TPEx, and other relevant regulations, shall follow the following principles:
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(1) To protect the rights and interests of shareholders.
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(2) To strengthen the functions of the Board of Directors.
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(3) To respect the rights and interests of interested parties.
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(4) To enhance the transparency of information.
Article 3
The Company shall design and implement an internal control system in accordance with the provisions of the Guidelines Governing the Establishment of Internal Control Systems by Public Companies, taking into account the overall operations of the Company and its subsidiaries, and shall review the system from time to time in response to changes in the Company's internal and external environment to ensure that the system is designed and implemented in an effective manner.
In addition to the Company's self-assessment of the internal control system, the Board of Directors and management shall review the results of each department's self-assessment at least annually and review the audit reports of the audit unit on a quarterly basis, and the Audit Committee shall take note of and monitor the same.
The Company should establish a communication channel and mechanism between the Audit Committee and the head of internal audit.
The Directors shall regularly discuss with the internal auditors on the review of deficiencies in the internal control system, and shall keep records, track and implement improvements, and report to the Board.
The Company's management should attach importance to the internal audit unit and personnel and provide them with sufficient authority to ensure that the internal control system is checked and evaluated for deficiencies and to measure the efficiency of operations, so as to ensure that the system is continuously and effectively implemented and to assist the Board and the management in fulfilling their responsibilities and to further implement the corporate governance system.
The appointment, evaluation and remuneration of the Company's internal auditors shall be submitted to the Board of Directors or signed by the Head of Audit for the
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approval of the Chairman.
Article 3-1
The Company shall designate a corporate governance officer in accordance with the regulations of the competent authority as the highest officer in charge of corporate governance-related matters. The officer shall be qualified to practice as a lawyer or accountant or shall have been engaged in legal, legal compliance, internal audit, finance, stock affairs or corporate governance-related affairs units in securities, financial or futures-related institutions or public companies for at least three years. The Company has also established a corporate governance team to handle corporate governance-related matters.
Chapter 2 Protection of Shareholders' Rights and Interests
Section 1. Encouraging Shareholders to Participate in Corporate Governance
Article 4
The Company's corporate governance system shall be implemented with the paramount objective of protecting the interests of shareholders and treating all shareholders fairly.
The Company shall establish a system of corporate governance that ensures that shareholders have the right to be fully informed, participate and decide on major corporate issues.
Article 5
The Company shall convene a general meeting in accordance with the provisions of the Companies Act and relevant laws and regulations and shall establish comprehensive rules of procedure, and shall act in accordance with the rules of procedure on matters that should be resolved by the general meeting.
Resolutions of the Company's general meetings shall be in accordance with the laws and regulations and the Company's Articles of Association.
Article 6
The Board of Directors of the Company shall properly arrange the topics and procedures of shareholders' meetings, establish the principles and procedures for the nomination of directors and proposals for shareholders' meetings, and appropriately handle the motions submitted by shareholders in accordance with the law; arrange a convenient venue for shareholders' meetings, with sufficient time allowed and sufficient numbers of suitable personnel assigned to handle attendance registrations, and shall not arbitrarily require additional documents to be provided in support of shareholders' attendance. Reasonable time shall be allowed for the discussion of all questions and the shareholders shall be given an opportunity to speak as appropriate.
The chairman of the board of directors shall preside in person at the shareholders' meetings convened by the board of directors, and a majority of the directors (including at least one independent director) and the convener of the audit committee shall be present in person, and at least one member of the functional committee shall be present to represent the board of directors, and the attendance shall be recorded in the minutes of the shareholders' meetings.
Article 7
The Company shall encourage shareholders to participate in the governance of the
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Company and shall appoint a professional shareholder's representative to conduct the affairs of the shareholders' meeting so that the meeting can be held in a legal, effective and safe manner. The Company shall increase the attendance of shareholders at general meetings through various means and channels, and shall make full use of technological means of information disclosure, and shall adopt electronic voting in order to ensure that shareholders can exercise their shareholder rights at general meetings in accordance with the law.
The Company is advised to refrain from proposing ad hoc motions and amendments to original motions at general meetings.
It is advisable for the Company is advised to arrange for their shareholders to vote on each separate proposal in the shareholders meeting agenda, and following conclusion of the meeting, to enter the voting results the same day, namely the numbers of votes cast for and against and the number of abstentions, on the Market Observation Post System.
Article 8
The Company shall record the year, month, day, place, name of the chairman and method of resolution of the meeting in the minutes of the shareholders' meeting in accordance with the Company Law and relevant laws and regulations, and shall record the main points of the proceedings and the results thereof. The election of directors shall be by ballot and the number of directors elected shall be stated.
The minutes of the meetings of the shareholders shall be kept permanently and properly during the existence of the Company and shall be fully disclosed if the Company has a website.
Article 9
The chairperson of the shareholders meetings shall be fully familiar and comply with the rules governing the proceedings of the shareholders meetings established by the company. The chairperson shall ensure the proper progress of the proceedings of the meetings and may not adjourn the meetings at will.
In order to protect the interests of most shareholders, if the chairperson declares the adjournment of the meeting in a manner in violation of rules governing the proceedings of the shareholders meetings, it is advisable for the members of the board of directors other than the chairperson of the shareholders meeting to promptly assist the attending shareholders at the shareholders meeting in electing a new chairperson of the shareholders meeting to continue the proceedings of the meeting, by a resolution to be adopted by a majority of the votes represented by the shareholders attending the said meeting in accordance with the legal procedures.
Article 10
The Company shall attach importance to the right of shareholders to be informed and shall comply with the relevant regulations on information disclosure by providing information on the Company's finances, operations, insider shareholdings and corporate governance to shareholders on a regular and timely basis through the Market Observation Post System (MOPS), or the website set up by the Company.
In order to protect the rights of shareholders and to implement equal treatment of shareholders, the Company shall establish internal regulations to prohibit insiders from trading marketable securities using non-public information in the market.
The aforementioned regulation shall include the control of stock trading by the Company's insiders from the date they are informed of the Company's financial reports or related results.
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Article 11
Shareholders shall have the right to share in the earnings of the Company. In order to ensure the shareholders' investment interests, the shareholders' meeting may, in accordance with Article 184 of the Company Act, inspect the report of the Audit Committee prepared by the Board of Directors and resolve on the distribution of earnings or the appropriation of losses. The shareholders' meeting may elect an inspector to perform the foregoing inspection.
In accordance with Article 245 of the Company Act, shareholders may request the court to appoint an inspector to inspect the Company's business accounts and, property, specific matters, and specific transaction documents and records.
The Board of Directors and the manager of the Company shall cooperate fully with the first two inspections and shall not circumvent, obstruct or refuse to do so.
Article 12
The Company shall conduct significant financial operations such as acquisition or disposal of assets, lending of funds and endorsement of guarantees in accordance with relevant laws and regulations, and shall establish relevant operating procedures and submit them to the shareholders' meeting for approval in order to protect the rights and interests of shareholders.
In the event of a merger or public acquisition, the Company shall pay attention to the fairness and reasonableness of the merger or public acquisition plan and transaction, as well as to the disclosure of information and the soundness of the subsequent financial structure of the Company, in addition to the relevant laws and regulations.
The Company's personnel handling the aforementioned matters shall pay attention to conflict of interest and recusal.
Article 13
In order to ensure the rights and interests of shareholders, the Company shall have personnel responsible for the proper handling of shareholders' proposals, doubts and disputes.
In the event that a resolution of the Company's shareholders' meeting or board of directors' meeting violates the law or the Articles of Incorporation, or a director or manager performs his or her duties in violation of the law or the Articles of Incorporation, resulting in damage to shareholders' rights and interests, the Company shall appropriately handle any litigation brought by shareholders in accordance with the law.
The Company shall establish internal operating procedures to properly handle the first two matters, keep written records for reference, and incorporate them into its internal control system.
Section 2 Corporate Governance Relationship between the Company and its Affiliates
Article 14
The objectives, authority and responsibility for the management of personnel, assets and finances between the Company and its affiliates shall be clarified, and risk assessment shall be accurately implemented and appropriate firewalls established.
Article 15
Except as otherwise provided by law, the Company's managers shall not be interlocked with the managers of affiliated companies.
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Directors shall explain to the shareholders' meeting the material details of their acts for themselves or for others within the scope of business of the Company and obtain their approval.
Article 16
The Company shall establish sound financial, business and accounting management objectives and systems in accordance with relevant laws and regulations, and shall properly conduct comprehensive risk assessments with its affiliates regarding major banks, customers and suppliers, and implement necessary control mechanisms to reduce credit risk.
Article 17
The Company shall, in accordance with the principle of fairness and reasonableness, establish written rules and regulations for financial operations between the Company and its affiliates. The price terms and payment methods shall be clearly defined for contractual matters and unconventional transactions shall be eliminated.
Transactions or contracts between the Company and its related parties and shareholders shall also be conducted in accordance with the foregoing principles, and transfer of benefits shall be strictly prohibited.
Article 18
Corporate shareholders who have control over the Company shall comply with the following matters.
-
They shall have an obligation of good faith to other shareholders and shall not directly or indirectly cause the Company to operate in a manner that is inconsistent with business practices or otherwise unprofitable.
-
Representatives shall follow the rules and regulations set by the Company for the exercise of rights and participation in resolutions, exercise their voting rights at shareholders' meetings in good faith and in the best interests of all shareholders, and exercise their duties of loyalty and care as directors.
-
The nomination of directors shall be made in accordance with the relevant laws and regulations and the Company's Articles of Association, and shall not exceed the terms of reference of the shareholders' meeting and the Board of Directors.
-
They shall not interfere with the Company's decisions or hinder its business activities.
-
The Company shall not restrict or hinder the production and operation of the Company by unfair competition, such as monopolizing procurement or blocking sales channels.
-
The legal representative appointed for the purpose of being elected as a director shall meet the professional qualifications required by the Company and shall not be arbitrarily reassigned.
Article 19
The Company shall keep a list of the major shareholders and the controllers of the major shareholders who hold a greater proportion of the shares and can effectively control the Company.
The Company shall periodically disclose any pledge, increase or decrease in the shares of the Company by shareholders holding more than ten percent of the shares, or any other significant events that may cause changes in the shares, so that other shareholders may monitor them.
The major shareholders referred to in the first paragraph shall be those shareholders whose shareholding percentage is at least 5% or those whose shareholding percentage is
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among the top ten, but the Company may set a lower shareholding percentage based on their actual control of the Company's shareholding.
Chapter 3 - Enhancing the Functions of the Board of Directors Section 1 Structure of the Board of Directors
Article 20
The Board of Directors of the Company shall direct the Company's strategies, supervise the management, and be responsible to the Company and its shareholders. The practices and arrangements of the Company's corporate governance system shall ensure that the Board of Directors shall exercise its powers and functions in accordance with the provisions of the Act, the Articles of Incorporation, or the resolutions of the shareholders' meeting.
The Board of Directors of the Company shall be structured in such a way as to determine the appropriate number of directors with five or more members, taking into account the scale of the Company's operations and development and the shareholdings of its major shareholders, and taking into account practical operational needs.
The composition of the Board of Directors shall take into account diversity, and shall formulate an appropriate diversity policy with regard to its operation, business model and development needs, which shall include but not be limited to the following two major criteria:
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Basic qualifications and values: gender, age, nationality and culture, etc.
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Professional knowledge and skills: professional background (e.g. law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
Board members should generally possess the knowledge, skills and qualities necessary to carry out their duties. In order to achieve the desired objectives of corporate governance, the Board as a whole should possess the following competencies:
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Operational judgement.
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Accounting and financial analysis skills.
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Management skills.
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Crisis management skills.
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Industrial knowledge.
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International market perspective.
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Leadership skills.
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Decision-making ability.
Article 21
The Company shall establish fair, just and open procedures for the election of directors in accordance with the principles of protection of shareholders' rights and interests and fair treatment of shareholders, and encourage the participation of shareholders, and shall adopt a cumulative voting system in accordance with the Company Law to fully reflect the views of shareholders.
Unless approved by the competent authority, more than half of the directors of the Company shall be directors and shall not be related to each other as spouses or second cousins.
If, for any reason, the number of directors is less than five, the Company shall hold a by-election at the most recent shareholders' meeting. However, if the number of directors' vacancies reaches one-third of the number of seats stipulated in the Articles, the
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Company shall convene an interim shareholders' meeting within 60 days from the date of occurrence of the fact to hold a by-election.
The total shareholding of all directors of the Company shall be in accordance with the provisions of the Act, and the restrictions on the transfer of shares, the creation or release of pledges and changes in the shares of each director shall be in accordance with the relevant regulations, and all information shall be fully disclosed.
Article 22
The Company shall specify in its articles of incorporation in accordance with the laws and regulations of the competent authorities that it adopts the candidate nomination system for elections of directors, carefully review the qualifications of a nominated candidate and the existence of any other matters set forth in Article 30 of the Company Act, and act in accordance with Article 192-1 of the Company Act.
Article 23
The duties of the Chairman and the President of the Company shall be clearly delineated. Where a functional committee is established, its powers and functions shall be clearly assigned.
Section 2 Independent Directorship
Article 24
The Company shall have not less than three independent directors and not less than one-fifth of the number of directors in accordance with the Articles of Association.
The independent directors shall possess professional knowledge, their shareholdings shall be limited and shall be governed by relevant laws and regulations, and they shall remain independent in the execution of their business and shall not have direct or indirect interests with the Company.
If the Company and its group companies and organizations and other companies and their group companies and organizations nominate each other's directors, supervisors or managers as candidates for independent directorship, the Company shall disclose such nominations at the time they are accepted and shall state the suitability of such candidates for independent directorship. If elected as an independent director, the number of rights to be elected shall be disclosed.
The aforementioned group companies or organizations include subsidiaries of the Company, consortia with direct or indirect contributions of more than 50% of their funds, and other institutions or legal entities with substantial control.
Independent and non-independent directors shall not change their status during their tenure of office.
The professional qualifications, restrictions on shareholding and concurrent employment, determination of independence, method of nomination and other matters to be complied with by independent directors shall be in accordance with the Securities and Exchange Act, the Regulations on the Establishment and Matters to be Complied with by Independent Directors of Public Companies, and the regulations of the TWSE.
Article 25
In accordance with the provisions of the Securities and Exchange Act, the Company shall submit the following matters to the Board of Directors for resolution; if the independent directors have any dissenting views or reservations, they shall state them in the minutes of the Board of Directors' meeting.
-
26 -
-
To establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
-
To establish or amend procedures for handling significant financial operations involving the acquisition or disposal of assets, derivative transactions, lending of funds to others, endorsement or provision of guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
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Matters in which the directors have a personal interest.
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Significant asset or derivative transactions.
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Significant loans, endorsements or guarantees of funds.
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The raising, issuance or private placement of marketable securities of an equity nature.
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The appointment, dismissal or remuneration of a certified public accountant.
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Appointment or removal of financial, accounting or internal audit officers.
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Other important matters as prescribed by the competent authorities.
Article 26
The Company shall specify the scope of responsibilities of the independent directors and the related human and material resources to be allocated to the exercise of such responsibilities. Neither the Company nor any other member of the Board of Directors shall obstruct, refuse or circumvent an independent director in the performance of his or her duties.
The Company shall specify the remuneration of the Directors in the Articles of Association or by resolution of the shareholders' meeting. The remuneration of the Directors shall adequately reflect the performance of the individuals and the long-term business performance of the Company, and shall take into account the risks of the Company's operation. Independent directors may be remunerated at a reasonable rate different from that of ordinary directors.
Section 3 Audit Committee and Other Functional Committees
Article 27
The Board of Directors of the Company may establish audit, remuneration, nomination, risk management or other functional committees, taking into account the size of the Company, the nature of its business and the size of the Board of Directors, for the purpose of improving its supervisory functions and strengthening its management functions, and may establish environmental protection, corporate social responsibility or other committees based on the concept of corporate social responsibility and sustainable management.
The functional committees shall be accountable to the Board of Directors and shall submit their proposals to the Board of Directors for resolution. However, the Audit Committee shall exercise the powers and functions of a supervisor in accordance with Article 14-4 of the Securities and Exchange Act.
The functional committee shall establish its own rules and regulations, which shall be approved by the board of directors. The articles of association shall include the number of members of the committee, the term of office, the terms of reference, the rules of procedure, and the resources to be provided by the Company in exercising its powers and functions.
Article 28
The Company has established an audit committee consisting of all independent directors, the number of which shall not be less than three, one of whom shall be the
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convener and at least one of whom shall have accounting or financial expertise. The exercise of the powers and functions of the Audit Committee and its independent directors and related matters shall be governed by the Securities and Exchange Act, the Rules Governing the Exercise of Powers and Functions by Audit Committees of Public Companies, and the regulations of the TWSE.
Article 29
The Company has established a Compensation Committee, with more than half of its members being independent directors; the professional qualifications of its members, the exercise of their powers and functions, the establishment of organizational rules and regulations, and related matters shall be governed by the "Regulations Governing the Establishment and Exercise of Powers and Functions of Compensation Committees of Companies Whose Stocks are Listed or Traded on Securities Firms' Business Premises".
Article 29-1
The Company shall establish a whistleblower channel and a whistleblower protection system; the receiving unit shall be independent, the files provided by the whistleblower shall be protected by encryption, access rights shall be appropriately restricted, and internal operating procedures shall be established and controlled by an internal control system.
Article 30
In order to enhance the quality of financial reporting, the Company shall establish a proxy for the head of accounting.
The former accounting officer's agent shall receive annual continuing education comparable to that of the accounting officer in order to strengthen the professional competence of the accounting officer's agent.
The accounting personnel related to the preparation of financial reports shall also take at least six hours of professional related courses each year, either through the Company's internal education and training or through professional courses offered by institutions for the further training of accounting officers.
The Company shall select a professional, responsible and independent certified public accountant to perform regular audits of the Company's financial position and internal controls. The Company shall review and improve the abnormalities or deficiencies identified and disclosed by the accountants in the course of audit and the specific suggestions for improvement or prevention of deficiencies, and shall establish a communication channel or mechanism between the Audit Committee and the certifying accountants, and shall establish internal operating procedures and incorporate them into the internal control system.
The Company shall regularly (at least once a year) evaluate the independence and suitability of the appointed accountants. If the Company has not replaced the accountant for seven consecutive years or if the accountant has been disciplined or if his or her independence has been compromised, the Company shall consider whether there is a need to replace the accountant and report the results of the assessment to the Board of Directors.
Article 31
The Company shall appoint professional and appropriate lawyers to provide appropriate legal advice to the Company, or to assist the Board of Directors and the management in enhancing their legal literacy, so as to prevent the Company and relevant
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personnel from violating the law and to facilitate the operation of corporate governance practices under the relevant legal framework and statutory procedures.
In the event of litigation or disputes between the directors or management and shareholders in the execution of their business in accordance with the law, the Company shall appoint a lawyer to assist in accordance with the circumstances.
The Audit Committee or its independent directors may appoint lawyers, accountants or other professionals on behalf of the Company, at the Company's expense, to conduct such checks or provide such advice as may be necessary in connection with the exercise of their duties and responsibilities.
Section 4 Rules of Procedure and Decision-Making Procedures for Board Meetings
Article 32
The Board of Directors of the Company shall meet at least once every quarter and may be convened at any time in case of emergency. A meeting of the Board of Directors shall be convened by stating the reason for the convening, giving seven days' notice to the Directors, and providing sufficient information for the meeting, which shall be sent together with the notice of convening. If there is insufficient information for a meeting, the Directors shall have the right to request for additional information or to adjourn the meeting by resolution of the Board.
The Company has established "Regulations Governing Board Meetings", the main contents of its proceedings, operating procedures, matters to be included in the minutes, announcements and other matters to be complied with shall be governed by the Regulations Governing Board Meetings of Public Companies.
Article 33
Directors shall exercise a high degree of self-discipline and shall explain at the Board of Directors' meeting the important contents of their interests in relation to the motions listed in the Board of Directors' meeting if they have an interest in themselves or the legal entity they represent, and shall not participate in the discussion or vote if it is detrimental to the interests of the Company, and shall recuse themselves from the discussion or vote and shall not exercise their voting rights on behalf of other directors.
The recusal of a director shall be expressly set forth in the rules of the board of directors' meeting.
Article 34
When a board meeting is convened to consider any matter submitted to it pursuant to Article 14-3 of the Securities and Exchange Act, an independent director of a TWSE/TPEx listed company shall attend the board meeting in person, and may not be represented by a non-independent director via proxy. When an independent director has a dissenting or qualified opinion, it shall be noted in the minutes of the board of directors meeting; if the independent director cannot attend the board meeting in person to voice his or her dissenting or qualified opinion, he or she should provide a written opinion before the board meeting unless there are justifiable reasons for failure to do so, and the opinion shall be noted in the minutes of the board of directors meeting.
In any of the following circumstances, decisions made by the board of directors shall be noted in the meeting minutes, and in addition, publicly announced and filed on
- 29 -
the MOPS two hours before the beginning of trading hours on the first business day after the date of the board meeting:
-
An independent director has a dissenting or qualified opinion which is on record or stated in a written statement.
-
The matter was not approved by the audit committee (if the company has set up an audit committee), but had the consent of more than two-thirds of all directors.
During a board meeting, managers from relevant departments who are not directors may, in view of the meeting agenda, sit in at the meetings, make reports on the current business conditions of the company and respond to inquiries raised by the directors. Where necessary, a CPA, legal counsel, or other professional may be invited to sit in at the meetings to assist the directors in understanding the conditions of the company for the purpose of adopting an appropriate resolution, provided that they shall leave the meeting when deliberation or voting takes place.
Article 35
The deliberators of the Board of Directors of the Company shall keep detailed records of the reports of the meetings and the summaries of the motions, methods and results of resolutions in accordance with the relevant regulations.
The minutes of the Board of Directors' meetings shall be signed or sealed by the chairman of the meeting and the recorder of the meeting, and shall be distributed to the Directors within 20 days after the meeting. The attendance book of the Board of Directors' meetings shall be part of the minutes and shall be included in the important records of the Company and shall be kept in a permanent and proper manner during the continuance of the Company.
The minutes of the Board of Directors' meetings shall be made, distributed and kept in electronic form.
The Company shall record or videotape the entire meeting of the Board of Directors for at least five years and retain such recordings in electronic form.
In the event of litigation relating to a resolution of the Board of Directors before the expiry of the aforementioned retention period, the relevant audio or video recordings shall be retained and the aforementioned provisions shall not apply.
If a board meeting is held by video conference, the audio and video recordings of the meeting shall be part of the minutes of the meeting and shall be retained permanently.
If a resolution of the board of directors violates the law, the articles of incorporation, or a resolution of the shareholders' meeting and causes damage to the Company, the directors who disagree shall be exempted from liability for compensation if they have records or written statements to prove their disagreement.
Article 36
The Company shall bring the following matters to the Board of Directors for discussion.
-
The Company's business plan.
-
The annual financial report and the semi-annual financial report. Except for the semi-annual financial reports which are not subject to audit and certification by an accountant as required by law.
-
The establishment or amendment of an internal control system in accordance with Article 14-1 of the Securities and Exchange Act, and the assessment of the effectiveness of the internal control system.
-
Establishing or amending procedures for the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, endorsing or providing guarantees
-
30 -
for others in accordance with the provisions of Article 36-1 of the Securities and Exchange Act.
-
The raising, issuance or private placement of marketable securities of an equity nature.
-
Performance evaluation and remuneration standards for managers.
-
The structure and system of remuneration of directors.
-
Appointment or removal of financial, accounting or internal audit officers.
-
Donations to related parties or significant donations to unrelated parties. However, donations of a public nature for emergency relief due to a major natural disaster may be submitted to the next Board of Directors for ratification.
-
Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or to be approved by resolution at a meeting of the board of directors, or any such significant matter as may be prescribed by the competent authority. Except for the first item which should be brought up for discussion by the board of
directors, if the board of directors authorizes the exercise of the board of directors' duties and powers during the period when the board of directors is not in session, in accordance with the provisions of the law or the articles of association, the level, content or matters of authorization shall be specific and clear, and no general authorization shall be granted.
Article 37
The Company shall clearly assign the resolutions of the Board of Directors to the appropriate executive units or personnel and require that they be implemented in accordance with the schedule and objectives of the plan, and at the same time include tracking and management to confirm the assessment of their implementation.
The Board of Directors shall keep a full grasp of the progress of implementation and report at the next meeting so that the Board of Directors can implement the management decisions.
Section V. Directors' Duty of Fidelity and Responsibility
Article 38
The members of the Board of Directors shall faithfully carry out their business and exercise their duties as good managers, and exercise their powers and duties with a high degree of self-discipline and prudence, and shall actually comply with the resolutions of the Board of Directors in the execution of the Company's business, except for matters that shall be resolved by the shareholders' meeting in accordance with the laws or the Articles of Association.
The Company shall establish a method and procedure for evaluating the performance of the Board of Directors. In addition to regular annual self- or peer evaluation of the Board of Directors and individual Directors, the Company may also appoint external professional organizations or other appropriate means to conduct performance evaluation.
A performance assessment of the board of directors shall include the following aspects, and appropriate assessment indicators shall be developed in consideration of the company's needs:
-
The degree of participation in the operation of the company.
-
Improving the quality of decision-making by the board of directors.
-
The composition and structure of the board of directors.
-
Selection and continuing education of directors.
-
Internal control.
-
31 -
The evaluation of the performance of board members (self or peers) should include the following components, with appropriate adjustments to take into account the needs of the company.
-
Mastery of the company's objectives and tasks.
-
Awareness of directors' responsibilities.
-
Participation in the operation of the company.
-
Internal relationship management and communication.
-
Professional and continuing education of the directors.
-
Internal control.
Performance evaluation of functional committees should include the following components, with appropriate adjustments to take into account the needs of the company.
-
The degree of participation in the operation of the company.
-
Awareness of the responsibilities of the functional committee.
-
Improving the quality of the functional committee's decision-making.
-
Composition and selection of functional committee members.
-
Internal control.
The Company shall report the results of the performance evaluation to the Board of Directors and use them as a reference for individual directors' remuneration and nomination for reappointment.
Article 39
If a resolution of the Board of Directors violates the laws and regulations or the Articles of Incorporation, and if a shareholder or independent director who has held shares for at least one year requests the Board of Directors to cease the execution of the resolution, the members of the Board of Directors shall promptly and appropriately deal with the matter or cease the execution of the relevant resolution.
If a member of the Board of Directors finds that the Company is in danger of being materially damaged, he or she shall act in accordance with the foregoing provisions and immediately report the matter to the Audit Committee or an independent member of the Audit Committee.
Article 40
The Company shall take out liability insurance for directors during their term of office in respect of their liability under the law for the execution of the scope of their business, in order to reduce and diversify the risk of material damage to the Company and its shareholders caused by the mistakes or negligent acts of directors.
After the Company has taken out or renewed a director's liability insurance policy, the Company shall submit a report to the latest Board of Directors' meeting on the amount of the liability insurance policy, the scope of coverage and the premium rate, and other important details of the liability insurance policy.
Article 41
Members of the Board of Directors are encouraged to continuously participate in further education courses covering topics related to corporate governance, such as finance, risk management, business, commerce, accounting, law, or corporate social responsibility, etc., offered by the institutions designated by the Implementation Points for Further Education for Directors and Supervisors of Listed Companies when they are newly appointed or during their term of office, and to instruct employees at all levels to enhance their professional and legal knowledge.
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Chapter 4 Respect for the Rights and Interests of Stakeholders
Article 42
The Company shall maintain smooth communication channels with banks and other creditors, employees, consumers, suppliers, communities, or stakeholders of the Company, and respect and protect their legitimate rights and interests, and shall set up a stakeholder area on the Company's website.
When the legitimate rights and interests of stakeholders are infringed upon, the Company shall handle the matter appropriately in good faith. Article 43
The Company shall provide sufficient information to banks and other creditors to enable them to make judgments and decisions on the Company's operations and financial condition. When their legitimate rights and interests are infringed upon, the Company shall respond positively and in a courageous and responsible manner to provide creditors with appropriate means to obtain compensation.
Article 44
The Company shall establish communication channels for employees and encourage employees to communicate directly with the management and directors to appropriately reflect their opinions on the Company's operation and financial status or major decisions involving the interests of employees.
Article 45
The Company shall pay attention to issues such as consumer rights, community environmental protection and public welfare, and attach importance to the Company's social responsibility, while maintaining normal business development and maximizing shareholders' interests.
Chapter 5 Enhancing Information Transparency
Section 1. Enhancing Information Disclosure
Article 46
Disclosure of information is a major responsibility of The Company. The Company shall perform its obligations faithfully in accordance with the relevant laws and the related TWSE and TPEx rules.
The Company shall establish an Internet-based reporting system for public information, appoint personnel responsible for gathering and disclosing the information, and establish a spokesperson system so as to ensure the proper and timely disclosure of information about policies that might affect the decisions of shareholders and stakeholders.
Article 47
In order to enhance the accuracy and timeliness of the disclosure of material information, the Company shall appoint a person who has a comprehensive understanding of the Company's financial and business affairs or can coordinate the provision of relevant information by various departments, and who can speak on behalf of the Company alone to the outside world as the Company's spokesperson and acting spokesperson.
The Company shall have an Acting Spokesperson who shall be able to speak on
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behalf of the Spokesperson alone when the Spokesperson is unable to perform his or her speaking duties.
In order to implement the spokesperson system, the Company shall specify a standardised procedure for making speeches and shall require management and employees to keep financial and business secrets and not to disseminate information arbitrarily.
In the event of any change in the spokesperson or the acting spokesperson, the information shall be disclosed immediately.
Article 48
The Company shall make use of the convenience of the Internet to set up a website to provide information and corporate governance information related to the Company's financial operations for the reference of shareholders and interested parties.
The aforementioned website shall be maintained by dedicated personnel, and the information listed shall be detailed and accurate and updated immediately to avoid any risk of misleading.
Article 49
The Company shall hold an investor conference in compliance with the regulations of the TWSE, and shall keep an audio or video record of the meeting. The financial and business information disclosed in the investor conference shall be disclosed on the Market Observation Post System and provided for inquiry through the website established by the company, or through other channels, in accordance with the TWSE rules.
Section 2 Disclosure of Corporate Governance Information
Article 50
The Company shall disclose and continuously update the following corporate governance information in accordance with relevant laws and regulations and the regulations of the TWSE.
-
The structure and rules of corporate governance.
-
Shareholding structure and shareholders' rights (including specific dividend policy) of the Company.
-
The structure of the Board of Directors and the professionalism and independence of its members.
-
Duties of the Board of Directors and the Manager.
-
The composition, duties and independence of the Audit Committee.
-
Composition, duties and operation of the remuneration committee.
-
The remuneration paid to directors, general managers and deputy general managers in the last two years, an analysis of the total remuneration as a percentage of net profit after tax in the parent company only financial reports or individual financial reports, the policy, criteria and composition of remuneration payments, the procedures for determining remuneration and its relevance to operational performance and future risks. In exceptional circumstances, the remuneration of individual directors should also be disclosed.
-
the continuing education of directors.
-
The rights of stakeholders, their relationships, channels of redress, issues of concern and appropriate response mechanisms.
-
Details of the disclosure of information required by law.
-
34 -
-
The operation of corporate governance and the discrepancies between the Company's own Code of Corporate Governance and this Code and the reasons for such discrepancies.
-
Other information related to corporate governance.
-
The Company may disclose its specific plans and measures to improve corporate governance in an appropriate manner, depending on the actual implementation of corporate governance.
Chapter 6. Supplementary Provisions
Article 51
The Company shall keep abreast of the development of domestic and international corporate governance systems and review and improve the corporate governance system established by the Company in order to enhance the effectiveness of corporate governance.
Article 52
This Code shall be formulated and amended with the consent of the Board of Directors of the Company.
This Code was added on 13 January 2016.
The first amendment was made on 9 December 2020.
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Attachment 5. Annual Auditor's Report and Consolidated Financial Statements for the year of 2020
Independent Auditor’s Report
The Board of Directors and Shareholders Radium Life Tech Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Radium Life Tech Co., Ltd. (the “Company”) and its subsidiaries (collectively, the “Group”) as of December 31, 2020 and 2019 and the relevant consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and relevant notes to the consolidated financial statements, including a summary of significant accounting policies “(collectively referred to as the consolidated financial statements)”.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
- 36 -
Key audit matters for the consolidated financial statements for the year ended December 31, 2020 are stated as follows:
Valuation of property inventories
As shown in Note 12 to the consolidated financial statements, as of December 31, 2020, the property in the inventory category of the consolidated balance sheet (including property under development, property to be developed, and buildings and land held for sale) totaled NT$8,529,995 thousand, accounting for 15% of the consolidated total assets; therefore, it is material. As the allowance for inventory valuation loss of relevant property involves significant judgments on accounting estimates and other important judgments by the management, the relevant details are as described in Note 5 to the consolidated financial statements, so we have listed it as a key audit matter.
The audit procedures performed by us for the valuation of property inventories include:
-
The amount of property under development recognized is NT$1,701,880 thousand, accounting for about 20% of the total inventories. We have obtained relevant information on the estimated remaining cost of the property under development, and sampled the basis for such estimates; calculated the expected total revenue based on the recent transaction prices near the property under development from a selling price disclosure website, and compared them with the sum of the property under development and the estimated remaining investment costs recognized in the account.
-
The portion of the property to be developed and the buildings and land held for sale recognized is NT$6,828,115 thousand, which accounts for about 79% of the total inventories, and we have obtained the net realizable value and impairment assessment data calculated by the Group for the above-mentioned property inventories and reviewed whether the assessment results were reasonable.
Other Matters
We have audited and issued an unqualified opinion on the parent compant only financial statements of the Company as at and for the years ended December 31, 2020 and 2019.
Responsibilities of the Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements they free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
- 37 -
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of the users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material 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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
-
Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, and whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosure, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group, to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicated 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 identified during our audit.
We also provided those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicated with them all relationships
- 38 -
and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulations precludes public disclosure about the matters 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 communication.
The engagement partners on the audit resulting in this independent auditors’ report are Gung, Jerry and Liu, Walter.
Gung, Jerry
Liu, Walter
Deloitte & Touche Taipei, Taiwan Republic of China March 26, 2021
Notice to Readers
The accompanying consolidated financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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Radium Life Tech Co., Ltd. and Subsidiaries
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| ASSETS Current assets Cash and cash equivalents (Notes 4 & 6) Financial assets at fair value through profit or loss - current (Notes 4 & 7) Financial assets at amortized cost - current (Notes 4, 9, 25 & 33) Contract assets - current (Notes 4, 25 & 28) Notes receivable, net (Notes 4, 10 & 25) Trade receivables , net (Notes 4, 10, 25 & 28) Finance lease receivables, net (Notes 4 & 11) Other receivables (Note 4) Current tax assets Inventories (Notes 4, 5, 12, 25 & 33) Prepayments (Note 33) Refundable deposits - current (Note 25) Other current assets (Note 14, 25 & 33) Incremental costs of obtaining contracts (Notes 4 & 28) Total current assets Non-current assets Financial assets at fair value through other comprehensive income - non-current (Notes 4 & 8) Financial assets at amortized cost - non-current (Notes 4, 9 & 33) Investments accounted for using equity method (Notes 4 & 15) Contract assets - non-current (Notes 4 & 28) Property, plant and equipment (Notes 4, 17 & 33) Right-of-use assets (Notes 4, 18 & 33) Investment properties, net (Notes 4, 19 & 33) Intangible assets (Notes 4, 20 & 33) Goodwill (Notes 4 & 21) Deferred tax assets (Notes 4 & 30) Refundable deposits - non-current Finance lease receivables - non-current, net (Notes 4 & 11) Non-current assets - others (Notes 4, 14 & 33) Total non-current assets TOTAL LIABILITIES AND EQUITY Current liabilities Short-term borrowings (Notes 22, 25 & 33) Short-term bills payable (Notes 22, 25 & 33) Contractliabilities- current (Notes 4, 25, 28 & 32) Notes payable Trade payables Other payables Current tax liabilities Lease liabilities - current (Notes 4 and 18) Current portion of long-term borrowings and bonds payable (Notes 22, 25 & 33) Other current liabilities (Note 25) Total current liabilities Non-current liabilities Bonds payable (Note 23) Long-term borrowings (Notes 22 & 33) Provisions - non-current (Notes 4 & 24) Deferred income tax liabilities - land value increment tax Deferred income tax assets - income tax (Notes 4 & 30) Lease liabilities - non-current (Notes 4 and 18) Net defined benefit liabilities - non-current (Notes 4 and 26) Guarantee deposits received Other non-current liabilities Total non-current liabilities Total liabilities Total equity attributable to owners of the Company (Note 27) Share capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Total other equity Total equity attributable to owners of the Company Non-controlling interests Total equity TOTAL |
2020 | % 6 - 1 - - 1 - - - 15 1 1 - - 25 - 5 - 2 16 2 27 6 - - 1 - 16 75 100 8 - 1 - 4 3 - - 4 1 21 10 42 - - 1 4 - - - 57 78 16 2 1 - 2 3 - 21 1 22 100 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 3,565,410 12,940 399,316 58,346 19,833 440,680 26,469 30,365 7,839 8,607,636 622,714 249,095 238,493 47,022 14,326,158 58,795 2,629,129 10,003 964,115 9,383,154 940,592 15,148,759 3,433,187 36,288 242,488 350,179 76,944 9,194,005 42,467,638 $ 56,793,796 $ 4,334,782 259,324 410,273 8,341 2,231,271 1,980,007 42,970 198,659 2,196,987 286,842 11,949,456 5,500,000 23,615,129 309,956 18,937 712,161 2,191,691 15,512 237,379 6,000 32,606,765 44,556,221 9,000,946 1,307,843 220,659 3,334 1,170,269 1,394,262 86 11,703,137 534,438 12,237,575 $ 56,793,796 |
Amount $ 3,503,812 9,795 996,312 266,371 18,752 636,358 23,292 27,419 9,993 9,547,895 498,545 372,240 371,311 - 16,282,095 56,297 1,299,948 6,441 1,350,377 9,399,501 970,956 15,857,435 3,218,112 36,288 240,136 338,773 82,568 6,931,369 39,788,201 $ 56,070,296 $ 3,435,053 3,116,424 807,731 2,455 2,966,876 2,029,253 93,216 207,696 2,480,206 277,439 15,416,349 2,500,000 22,427,524 311,280 18,937 497,229 2,337,031 15,770 256,885 5,500 28,370,156 43,786,505 9,123,076 1,299,873 179,986 4,360 1,134,675 1,319,021 3,334) 11,738,636 545,155 12,283,791 $ 56,070,296 |
% | ||||||
( |
6 - 2 - - 1 - - - 17 1 1 1 - 29 - 2 - 2 17 2 28 6 - 1 1 - 12 71 100 6 6 1 - 5 4 - - 4 1 27 5 40 1 - 1 4 - - - 51 78 16 2 1 - 2 3 - 21 1 22 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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Radium Life Tech Co., Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| TOTAL OPERATING REVENUE (Notes 4, 28 & 32) TOTAL OPERATING COSTS (Notes 12 & 29) GROSS PROFIT OPERATING EXPENSES (Notes 29 & 32) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit impairment loss Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES (Notes 15, 29 & 32) Interest income Other income Other gains and losses Finance costs Share of profit or loss on associates and joint ventures accounted for using equity method Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 & 30) NET PROFIT FOR THE YEAR |
2020 | % 100 (60) 40 ( 10 ) ( 23 ) - - (33) 7 7 13 ( 1 ) ( 11 ) - 8 15 ( 5) 10 |
2019 | |||
|---|---|---|---|---|---|---|
| Amount $ 6,772,332 4,063,448) 2,708,884 689,473 ) 1,556,318 ) 9,509 ) 1,084) 2,256,384) 452,500 508,728 850,541 48,446 ) 765,227 ) 3,562 549,158 1,001,658 334,373) 667,285 |
Amount $ 6,325,345 3,536,227) 2,789,118 646,351 ) 1,509,226 ) 14,542 ) 7,652) 2,177,771) 611,347 411,150 603,019 33,221 ) 793,884 ) 4,164 191,228 802,575 336,238) 466,337 |
% | ||||
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( |
100 (56) 44 ( 10 ) ( 24 ) - - (34) 10 7 10 ( 1 ) ( 13 ) - 3 13 ( 6) 7 |
(Continued)
- 41 -
| Other comprehensive income/(loss) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Unrealized gain/(loss) from investments in equity instruments at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss Exchange differences on translating the financial statements of foreign operations Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 31) Basic Diluted |
2020 | % - - - - 10 9 1 10 9 1 10 |
2019 | |||
|---|---|---|---|---|---|---|
| Amount $ 62 ) 3,479 55 3,472 $ 670,757 $ 622,688 44,597 $ 667,285 $ 626,046 44,711 $ 670,757 $ 0.69 $ 0.69 |
Amount $ 2,943 1,481 153) 4,271 $ 470,608 $ 406,731 59,606 $ 466,337 $ 410,700 59,908 $ 470,608 $ 0.45 $ 0.45 |
% | ||||
( |
( |
- - - - 7 6 1 7 6 1 7 |
The accompanying notes are an integral part of the consolidated financial statements.
- 42 -
Radium Life Tech Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2019 Effect of retrospective application and retrospective restatement BALANCE AFTER RESTATEMENT AS OF JANUARY 1 , 2019 Appropriation of 2018 earnings Legal reserve appropriated Special reserve appropriated Cash dividends distributed by the company Stock dividends distributed by the company Net income in 2019 Other comprehensive income in 2019, net of income tax Total comprehensive income in 2019 Difference between consideration and carrying amount of subsidiaries acquired or disposed Non-controlling interests BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings Legal reserve appropriated Cash dividends distributed by the company Reversal of special reserves Net income in 2020 Other comprehensive income in 2020, net of income tax Total comprehensive income in 2020 Retirement of treasury shares Non-controlling interests BALANCE AT DECEMBER 31, 2020 |
Total equityattributable to | owners of the Company | Total $ 12,039,273 4,198 12,043,471 - - 715,535 ) - 406,731 3,969 410,700 - - 11,738,636 - 547,385 ) - 622,688 3,358 626,046 114,160) - $ 11,703,137 |
Non-controllingInterests $ 544,062 5 544,067 - - - - 59,606 302 59,908 - ( 58,820) 545,155 - - - 44,597 114 44,711 - ( 55,428) $ 534,438 |
Total Equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| OrdinaryShares $ 8,944,192 - 8,944,192 - - - 178,884 - - - - - 9,123,076 - - - - - - 122,130) - $ 9,000,946 |
Capital Surplus $ 1,299,578 - 1,299,578 - - - - - - - 295 - 1,299,873 - - - - - - 7,970 - $ 1,307,843 |
Retained Earnings | Other equityitems Exchange Differences on Translating the Financial Statements of Foreign Operations UnrealizedGain/(loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 1,291 ) ( $ 3,069 ) - - ( 1,291 ) ( 3,069 ) - - - - - - - - - - ( 153) 1,179 ( 153) 1,179 - - - - ( 1,444 ) ( 1,890 ) - - - - - - - - 55 3,365 55 3,365 - - - - ($ 1,389) $ 1,475 l statements. |
|||||||||||||
| Exchange Differences on Translating the Financial Statements of Foreign Operations ( $ 1,291 ) - ( 1,291 ) - - - - - ( 153) ( 153) - - ( 1,444 ) - - - - 55 55 - - ($ 1,389) l statements. |
||||||||||||||||
( |
( ( ( ( ( ( l sta |
( ( ( |
( ( ( |
( ( |
( ( ( ( ( |
$ 12,583,335 4,203 12,587,538 - - 715,535 ) - 466,337 4,271 470,608 - 58,820) 12,283,791 - 547,385 ) - 667,285 3,472 670,757 114,160) 55,428) $ 12,237,575 |
- 43 -
Radium Life Tech Co., Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on receivables Net gains on financial assets or liabilities at fair value through profit or loss Interest expenses Interest income Share of profit or loss on associates and joint ventures accounted for using equity method Loss on disposals of property, plant and equipment Gains on disposals of investments Impairment loss on non-financial assets Reversal of impairment loss on non-financial assets Other non-cash items Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Contract assets Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Incremental cost of obtaining contracts Other operating assets Contract liabilities Notes payable Trade payables |
2020 $ 1,001,658 938,314 119,395 1,084 ( 144 ) 765,227 ( 508,728 ) ( 3,562 ) 2,163 - - ( 12,352 ) 49,603 ( 3,001 ) ( 1,703,276 ) ( 1,081 ) 418,290 ( 2,650 ) 922,969 ( 124,589 ) 132,818 ( 47,022 ) ( 2,635 ) ( 397,458 ) 5,886 ( 735,605 ) |
2019 |
|---|---|---|
| $ 802,575 938,631 110,730 7,652 ( 492 ) 793,884 ( 411,150 ) ( 4,164 ) 673 ( 356 ) 634 ( 1,206 ) 19,364 8,439 ( 1,731,311 ) ( 16,513 ) 222,279 605 ( 76,605 ) 35,594 34,011 80,999 ( 404,492 ) ( 552,261 ) ( 655,258 ) ( 895,323 ) |
(Continued )
- 44 -
| Other payables Other current liabilities Other operating liabilities Cash generated from(used ind) operations Interest received Interest paid Income tax paid Net cash generated from(used ind) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from capital reduction of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Acquisition of investment properties Decrease in finance lease receivables Net cash generated from(used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Proceeds from short-term bills payable Decrease in short-term bills payable Proceeds from issuance of bonds Proceeds from long-term borrowings Proceeds from guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Payments for transaction costs attributable to treasury shares Change in non-controlling interests Net cash generated from(used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
2020 $ 37,622 ) 55,454 ) 824) 721,404 10,223 766,295 ) 169,885) 204,553) 981 1,329,181 ) 596,996 218,311 ) 4,225 111,739 22,395 ) - 21,785 834,161) 899,729 - 2,857,100 ) 3,000,000 893,830 45,351 164,580 ) 547,385 ) 114,160 ) 55,428) 1,100,257 55 |
2019 | ||
|---|---|---|---|---|
| ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 84,756 ) 4,459 2,221) 1,775,579 ) 11,386 790,545 ) 218,854) 2,773,592) - 390,197 ) 312,086 2,020,472 ) 107 20,702 ) 16,160 ) 160,586 ) 15,111 2,280,813) 1,216,606 1,493,919 - 1,000,000 1,307,142 12,833 163,708 ) 715,535 ) - 58,820) 4,092,437 149) |
(Continued)
- 45 -
| 2020 $ 61,598 3,503,812 $ 3,565,410 |
2019 | |||
|---|---|---|---|---|
| ( |
$ 962,117 ) 4,465,929 $ 3,503,812 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
The accompanying notes are an integral part of the consolidated financial statements.
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Attachment 6. Annual Accountants' Review Report and Individual Financial Statements for the year of 2020
Independent Auditor’s Report
The Board of Directors and Shareholders Radium Life Tech Co., Ltd.,
Opinion
We have audited the accompanying parent company only balance sheet of Radium Life Tech Co., Ltd. (the “Company”) as of December 31, 2020 and 2019, and the relevant parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and relevant notes to the parent company only financial statements , including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as of December 31, 2020 and 2019, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2020 are stated as follows:
Valuation of property inventories
As shown in Note 12 to the parent company only financial statements, as of December 31, 2020, the property in the inventory category of the parent company only balance sheet (including property under
- 47 -
development, property to be developed, and buildings and land held for sale) totaled NT$7,529,522 thousand, accounting for 21% of the parent company only total assets; therefore, it is material. As the allowance for inventory valuation loss of relevant property involves significant judgments on accounting estimates and other important judgments by the management, the relevant details are as described in Note 5 to the parent company only financial statements, so we have listed it as a key audit matter.
The audit procedures performed by us for the valuation of property inventories include:
-
The amount of property under development recognized is NT$843,886 thousand, accounting for about 11% of the total inventories. We have obtained relevant information on the estimated remaining cost of the property under development, and sampled the basis for such estimates; calculated the expected total revenue based on the recent transaction prices near the property under development from a selling price disclosure website, and compared them with the sum of the property under development and the estimated remaining investment costs recognized in the account.
-
The portion of the property to be developed and the buildings and land held for sale recognized is NT$6,685,636 thousand, which accounts for about 89% of the total inventories, and we have obtained the net realizable value and impairment assessment data calculated by the Company for the above-mentioned property inventories and reviewed whether the assessment results were reasonable.
Responsibilities of Management and Those Charged with Governancefor the Parent Company Only financial statements
Managemant is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements thay free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeingthe Company’s financial reporting process.
Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance aboutwhether the parent company only financial statements as a whole are free from material misstatement, whether due tofraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high-level assurance but is not a
- 48 -
guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of the users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material 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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
-
Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicated 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 identified during our audit.
We also provided those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
- 49 -
From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of parent company only financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulations 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 communication.
The engagement partners on the audit resulting in this independent auditors’ report are Gung, Jerry and Liu, Walter.
Gung, Jerry Liu, Walter
Deloitte & Touche Taipei, Taiwan Republic of China March 26, 2021
Notice to Readers
The accompanying consolidated financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
- 50 -
Radium Life Tech Co., Ltd.
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars )
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 & 6) Financial assets at fair value through profit or loss - current (Notes 4 & 7) Financial assets at amortized cost - current (Notes 4, 9, 21 & 29) Notes receivable, net (Notes 4, 10 & 21) Trade receivables, net (Notes 4, 10, 21 & 24) Trade receivables from related parties, net (Notes 4 & 28) Finance lease receivables, net (Notes 4 & 11) Other receivables (Note 4) Other receivables from related parties (Note 28) Current tax assets (Note 4) Inventories (Notes 4, 5, 12, 21, 28 & 29) Prepayments (Notes 13 & 29) Refundable deposits -current (Note 21) Other current assets (Note 13) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 & 8) Financial assets at amortized cost - non-current (Notes 4, 9 & 29) Investments accounted for using equity method (Notes 4, 14 & 29) Property, plant and equipment (Notes 4, 15 & 29) Right-of-use assets (Notes 4 and 16) Investment properties, net (Notes 4, 17 & 29) Intangible assets (Note 4) Refundable deposits - non-current Finance lease receivables - non-current, net (Notes 4 & 11) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES (Note 21) Short-term borrowings (Notes 18 & 29) Short-term bills payable (Notes 18 & 29) Contract liabilities - current (Notes 4, 21, 24 & 28) Trade payables Trade payables to related parties (Note 28) Other payables Other payables to related partiess (Note 28) Current tax liabilities Lease liabilities - current (Notes 4 ,16 & 28) Current portion of long-term borrowings and bonds payable (Notes 18, 19, 21 & 29) Other current liabilities (Note 21) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 19) Long-term borrowings (Notes 18 & 29) Provisions - non-current (Notes 4 & 20) Lease liabilities - non-current (Notes 4 ,16 & 28) Net defined benefit liabilities - non-current (Notes 4 and 22) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY (Note 23) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Total other equity Total equity TOTAL |
December 31,2020 | December 31,2020 | % 4 - - - - - - - - - 21 - 1 - 26 - 6 49 - - 19 - - - 74 100 7 - - - 1 4 2 - 1 4 - 19 15 32 1 - - - 48 67 25 4 1 - 3 4 - 33 100 |
December 31,2019 | December 31,2019 | |||
|---|---|---|---|---|---|---|---|---|
| Amount $ 1,267,661 2,969 8,424 - 30,426 5,250 22,193 11,756 275 3,761 7,529,522 136,396 190,854 4,081 9,213,568 5,100 2,248,075 17,392,981 109,474 3,441 6,631,013 7,186 21,001 45,284 26,463,555 $ 35,677,123 $ 2,494,605 - 51,569 42,135 306,597 1,517,572 630,568 863 104,663 1,434,443 56,079 6,639,094 5,500,000 11,379,405 257,370 172,011 8,660 17,446 17,334,892 23,973,986 9,000,946 1,307,843 220,659 3,334 1,170,269 1,394,262 86 11,703,137 $ 35,677,123 |
Amount $ 655,763 - 30,040 2,528 124,284 7,311 19,117 11,279 1 3,761 8,983,851 165,128 266,764 120,421 10,390,248 5,100 1,040,728 17,432,714 111,699 17,562 8,205,183 4,335 12,733 46,632 26,876,686 $ 37,266,934 $ 1,315,485 2,936,884 621,153 74,355 1,050,889 1,496,999 501,270 17,783 128,829 1,665,187 93,730 9,902,564 2,500,000 12,563,607 259,351 277,296 9,133 16,347 15,625,734 25,528,298 9,123,076 1,299,873 179,986 4,360 1,134,675 1,319,021 3,334) 11,738,636 $ 37,266,934 |
% | ||||||
( |
2 - - - - - - - - - 24 1 1 - 28 - 3 47 - - 22 - - - 72 100 4 8 2 - 3 4 1 - - 4 - 26 7 34 - 1 - - 42 68 24 4 1 - 3 4 - 32 100 |
The accompanying notes are an integral part of the parent company only financial statements.
- 51 -
Radium Life Tech Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| TOTAL OPERATION REVENUE (Notes 4, 24 & 28) TOTAL OPERATING COSTS (Notes 4, 12 & 25) GROSS PROFIT OPERATING EXPENSES (Note 25 & 28) Selling and marketing expenses General and administrative expenses Total operating expenses LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 25 & 28) Interest income Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 & 26) NET PROFIT FOR THE YEAR |
2020 | % 100 82) 18 15 ) 32) 47) 29) - 34 2 ) 19 ) 47 60 31 1) 30 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 2,115,392 1,735,482) 379,910 310,674 ) 681,612) 992,286) 612,376) 3,532 713,404 50,550 ) 406,979 ) 996,072 1,255,479 643,103 20,415) 622,688 |
Amount $ 1,475,855 1,237,464) 238,391 169,679 ) 736,146) 905,825) 667,434) 4,728 422,474 19,595 ) 387,449 ) 1,077,635 1,097,793 430,359 23,628) 406,731 |
% | ||||||
( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( |
100 84) 16 11 ) 50) 61) 45) - 28 1 ) 26 ) 73 74 29 1) 28 |
(Continued)
52
| OTHER COMPREHENSIVE INCOME /(LOSS) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Remeasurement of defined benefit plans, associates and joint ventures accounted for using equity method Unrealized gain/(loss) from investments in equity instruments measured at fair value through other comprehensive income, associates and joint ventures accounted for using equity method Items that may be reclassified subsequently to profit or loss Exchange differences on translating the financial statements of foreign operations Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 27) Basic Diluted |
2020 | % - - - - - 30 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 185 247 ) 3,365 55 3,358 $ 626,046 $ 0.69 $ 0.69 |
Amount $ 774 2,169 1,179 153) 3,969 $ 410,700 $ 0.45 $ 0.45 |
% | ||||||
( |
( |
- - - - - 28 |
The accompanying notes are an integral part of the parent company only financial statements.
53
Radium Life Tech Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2019 Effect of retrospective application and retrospective restatement BALANCE AFTER RESTATEMENT AS OF JANUARY 1 , 2019 Appropriation of 2018 earnings Legal reserve appropriated Special reserve appropriated Cash dividends distributed by the company Stock dividends distributed by the company Net income in 2019 Other comprehensive income in 2019, net of income tax Total comprehensive income in 2019 Difference between consideration and carrying amount of subsidiaries acquired or disposed BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings Legal reserve appropriated Cash dividends distributed by the company Reversal of special reserve Net income in 2020 Other comprehensive income in 2020, net of income tax Total comprehensive income in 2020 Retirement of treasury share BALANCE AT DECEMBER 31, 2020 |
ShareCapital CommonStock $ 8,944,192 - 8,944,192 - - - 178,884 - - - - 9,123,076 - - - - - - ( 122,130) $ 9,000,946 |
CapitalSurplus $ 1,299,578 - 1,299,578 - - - - - - - 295 1,299,873 - - - - - - 7,970 $ 1,307,843 |
Retained Earnings | Unappropriated Earnings $ 1,799,863 4,198 1,804,061 ( 179,986 ) ( 4,360 ) ( 715,535 ) ( 178,884 ) 406,731 2,943 409,674 ( 295) 1,134,675 ( 40,673 ) ( 547,385 ) 1,026 622,688 ( 62) 622,626 - $ 1,170,269 |
Other Equity Exchange Differences on Translating the Financial Statements of ForeignOperations Unrealized Gain/(loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 1,291 ) ( $ 3,069 ) - - ( 1,291 ) ( 3,069 ) - - - - - - - - - - ( 153) 1,179 ( 153) 1,179 - - ( 1,444 ) ( 1,890 ) - - - - - - - - 55 3,365 55 3,365 - - ($ 1,389) $ 1,475 |
Other Equity Exchange Differences on Translating the Financial Statements of ForeignOperations Unrealized Gain/(loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 1,291 ) ( $ 3,069 ) - - ( 1,291 ) ( 3,069 ) - - - - - - - - - - ( 153) 1,179 ( 153) 1,179 - - ( 1,444 ) ( 1,890 ) - - - - - - - - 55 3,365 55 3,365 - - ($ 1,389) $ 1,475 |
Total Equity | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translating the Financial Statements of ForeignOperations ( $ 1,291 ) - ( 1,291 ) - - - - - ( 153) ( 153) - ( 1,444 ) - - - - 55 55 - ($ 1,389) |
||||||||||
| Legal Reserve $ - - - 179,986 - - - - - - - 179,986 40,673 - - - - - - $ 220,659 |
Special Reserves $ - - - - 4,360 - - - - - - 4,360 - - ( 1,026 ) - - - - $ 3,334 |
|||||||||
( |
( |
( ( ( ( ( ( ( ( |
( ( ( ( ( ( |
( ( ( |
( ( ( |
$ 12,039,273 4,198 12,043,471 - - 715,535 ) - 406,731 3,969 410,700 - 11,738,636 - 547,385 ) - 622,688 3,358 626,046 114,160) $ 11,703,137 |
The accompanying notes are an integral part of the parent company only financial statements.
54
Radium Life Tech Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expenses Interest income Share of profit of subsidiaries, associates, and joint ventures Gains on disposals of property, plant and equipment Gains on disposals of investments Reversal of impairment loss on non-financial assets Realized gain on transactions with subsidiaries, associates and joint ventures Other non-cash items Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Contract assets Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Incremental costs of obtaining a contract Contract liabilities Notes payable Notes payable to related parties |
2020 $ 643,103 290,124 5,154 31 406,979 ( 3,532 ) ( 996,072 ) - - ( 7,502 ) ( 5,026 ) 47,999 ( 3,000 ) - 2,528 93,858 2,061 80 ( 274 ) 1,458,491 28,732 116,340 - ( 569,584 ) - - |
2019 |
|---|---|---|
| $ 430,359 315,192 5,843 ( 72 ) 387,449 ( 4,728 ) ( 1,077,635 ) ( 1 ) ( 79 ) ( 784 ) ( 4,954 ) 17,981 151 1,975 ( 772 ) ( 38,708 ) 774 2,415 1,427 221,194 102,024 ( 2,122 ) 80,999 ( 584,667 ) ( 626,938 ) ( 268,341 ) |
(Continued)
55
| Trade payables Trade payables to related parties Other payables Other payables to related parties Other current liabilities Other operating liabilities Cash generated from(used in) operations Interest received Interest paid Income tax paid Net cash i generated from(used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Acquisition of investments accounted for using equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Decrease in other receivablesfrom related parties Payments for intangible assets Proceeds from disposal of investment properties Decrease in finance lease receivables Dividends received from investments accounted for using equity method Net cash generated from(used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from short-term bills payable Decrease in short-term bills payable Proceeds from issuance of bonds Repayments of bond payables Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Increase in other payables to related parties Repayment of the principal portion of lease liabilities |
2020 $ 32,220 ) 744,292 ) 14,040 702 ) 38,146 ) 1,981) 707,189 2,975 395,099 ) 37,335) 277,730 1,207,347 ) 21,616 549,985 ) 2,542 ) - 67,642 - 8,005 ) 2,363,428 17,731 468,660 1,171,198 1,179,120 - - 2,936,884 ) 3,000,000 - - 1,420,293 ) 1,594 130,000 129,022 ) |
2019 | ||
|---|---|---|---|---|
| ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 189,315 ) 100,309 ) 11,583 ) 923 16,940 ) 1,977) 1,361,219 ) 4,492 390,903 ) 5,845) 1,753,475) 186,715 ) - 2,635,424 ) 2,995 ) 1 22,610 425,000 5,632 ) - 11,034 532,308 1,839,813) - 79,515 ) 1,613,466 - 1,000,000 300,000 ) 1,053,119 - 3,179 110,000 130,059 ) |
(Continued)
- 56 -
| Dividends paid to owners of the Company Payments for transaction costs attributable to treasury shares Net cash generated from(used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2020 $ 547,385 ) 114,160) 837,030) 611,898 655,763 $ 1,267,661 |
2019 | ||
|---|---|---|---|---|
| ( ( ( |
( ( |
$ 715,535 ) - 2,554,655 1,038,633 ) 1,694,396 $ 655,763 |
The accompanying notes are an integral part of the parent company only financial statements.
- 57 -
Attachment 7. 2020 Earnings Distribution Table
Radium Life Tech Co.
2020 Earnings Distribution Table
Unit: NT$
| Unit: NT$ | Unit: NT$ | |
|---|---|---|
| Item | Amount | |
| Subtotal | Total | |
| Unappropriated earnings at the beginning of the period Net profit after tax of 2020 Remeasurement of defined benefit plans recognised in retained earnings Remeasurement of defined benefit plans of subsidiaries, associates and joint ventures recognized in retained earnings Net profit for the period added to retained earnings for the year Less: Legal reserve (10%) Plus: Reversal of special reserve Earnings available for distribution at the end of the period Distribution items: Cash dividends to shareholders - NT$ 0.62 per share Unappropriated earnings |
547,642,609 622,689,073 184,988 ( 247,024) 622,627,037 ( 62,262,704) 1,944,575 558,058,682 |
1,109,951,517 551,892,835 |
Note: The distribution of the Company's 2020 earnings is prioritized from the 2020 earnings and the reversal of special reserve.
- 58 -
Attachment 8: The revised contents, benefits and implementation of the first overseas unsecured convertible bonds in 2004
| Item | Original Plan (2004 ECB) |
Change in 2006 (1st) |
Change in 2007 (2nd) |
Change in 2009 (3rd) |
Change in 2019 (4th) |
Explanatory Note in 2021(5th) |
|---|---|---|---|---|---|---|
| Report to Board of Directors (date of announcement) or date of Shareholders' Meeting |
June 9, 2004 Board of Directors |
July 12, 2006 Board of Directors (Progress and benefits as amended) |
April 17, 2007 Board of Directors (Progress as amended) May 24, 2007 Board of Directors (Benefits as amended) May 28, 2007 Shareholders' Meeting (Progress as amended) |
July 16, 2009 Board of Directors (Benefits as amended) June 17, 2020 Shareholders' Meeting (Report on historical changes) |
March 26, 2021 | |
| Board of Directors | ||||||
| (Description of | ||||||
| benefits) | ||||||
| April 22, 2019 | June 25, 2021 | |||||
| Board of Directors | Shareholders' | |||||
| (Benefits as amended) | Meeting |
|||||
| June 24, 2019 | (Description of | |||||
| Shareholders' Meeting | benefits) |
|||||
| (Benefits as amended) | ||||||
| Projected / Actual Progress | 2004 ~ 2005/4Q | 2006/4Q ~ 2008/3Q | 2006/4Q ~ 2012/3Q |
2006/4Q ~ 2012/3Q |
2006/4Q ~ | |
| 2006/4Q ~ 2015/4Q | ||||||
| 2015/4Q | ||||||
| Estimated time of operation / Estimated time of completion and delivery |
December 2005 |
December 2008 | September 2012 | September 2012 | Season 3~4, 2019 | Opening in March 2020 |
| Reasons for Change | - | 1.It took more than 20 environmental assessments and urban plan reviews before the site was approved as late as November 2005, and the building licence was only granted in July 2006. 2.The procedures for delivery of the building base were complicated. 3.The time for |
1.The Department of Rapid Transit Systems, Taipei City Government has different requirements for the entrances and exits of the MRT, which require performance |
The result of the | As the Taipei City Government decided to adopt the "open tender" method for the 1st to 4th floors of its allocated shopping mall, and the tender was awarded to IKEA at the sixth tender opening on October 12, 2017, the Company did not have the opportunity to unifythe operation |
In December 2020, the Company sold Mehas shopping mall to Jing-Jan in consideration of overall operational development. |
allocation of rights with the public sector was different from the original estimate |
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of the Company. |
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| Item | Original Plan (2004 ECB) |
Change in 2006 (1st) |
Change in 2007 (2nd) |
Change in 2009 (3rd) |
Change in 2019 (4th) |
Explanatory Note in 2021(5th) |
|
|---|---|---|---|---|---|---|---|
| operating of the shopping mall area was revised to December 2008. |
design changes. 2.The structural reinforcement design had to be re-submitted to the Department of Rapid Transit Systems, Taipei City Government for review to accommodate the different types of business. 3.Difficulties have been encountered in building artificial sites. Construction of the shopping centre area relied on artificial sites in the residential area. 4.The time for operation of the shopping mall area was revised to September 2012. |
with the Taipei City Government for the Mehas shopping mall case. Therefore, the benefit was revised to"rental income **from the Company's ** |
|||||
leasing of the 5th floor shopping mall in Mehas" and "recognition of reinvestment gains fromJing-Jan’s operation of the 5th floor shopping mall in Mehas". |
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| Item | Item | Original Plan (2004 ECB) |
Change in 2006 (1st) |
Change in 2007 (2nd) |
Change in 2009 (3rd) |
Change in 2019 (4th) |
Explanatory Note in 2021(5th) |
|---|---|---|---|---|---|---|---|
| Projected/Actual Benefits (Note 1) |
Revenue side | 3,241,512 | 3,241,512 |
1,762,296 |
1,762,296 |
351,817 |
2,518,295 |
| Cost side | 807,792 | 783,128 |
807,422 |
1,605,873 |
422,956 |
1,594,707 |
|
Net profit before taxation |
1,667,047 | 1,578,207 |
954,871 |
156,424 |
( 71,143) |
923,589 | |
| Reinvestment gains |
- |
- |
- |
- |
18,037 |
- |
|
| Explanation from the Company |
Due to several environmental assessments, urban planning reviews, and the complexity of the handover process for the Mehas, the Company revised the time for opening and operation of the shopping mall area to December 2008. The decrease in cost of $24,664,000 was a small percentage of the total revenue. |
1. Reasons for delay in construction. The construction of the Mehas shopping mall was originally scheduled to commence in September 2006 and was scheduled to open for business in December 2008. Although the Company obtained the building license in June 2006, the original application for the building license canceled the proposal to provide an entrance to MRT Facility B. However,the |
With respect to the Mehas shopping mall project, the Taipei City Government did not officially notify the Company of the final allocation of its equity until early 2008. The Taipei City Government received 74.26% of the total area of the mall, while the Company received 25.74%. When the Company raised overseas convertible bonds in 2004, it was assumed that the shopping mall area would be |
In order to realize the previous plan of unifying the operation of the Mehas shopping mall on the 1st to 5th floors, the Company had repeatedly evaluated possible cooperation opportunities with IKEA, but was unable to reach a consensus. Therefore, the estimated benefit is revised to include the net rental income from the leasing of the 5th floor mall only and the recognition of reinvestment gains from the operation of the 5th floor mall by Jing-Jan. The sudden change in revenue was not expected by the Company. |
In January 2019, the Company leased the 5th floor of Mehas shopping mall to Jing-Jan for operation and management. After the opening of Mehas shopping mall, the operation of Mehas shopping mall has exceeded expectations due to its dense population and the absence of large shopping malls in the vicinity. In December 2020, the Company sold Mehas shopping mall to Jing-Jan based on the overall operational development. |
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| Item | Item | Original Plan (2004 ECB) |
Change in 2006 (1st) |
Change in 2007 (2nd) |
Change in 2009 (3rd) |
Change in 2019 (4th) |
Explanatory Note in 2021(5th) |
|---|---|---|---|---|---|---|---|
| Department of Rapid Transit Systems, Taipei City Government subsequently recommended that the entrance to MRT Facility B be retained, so the Company had to carry out a performance design change in consideration of the overall use of space in the mall. In addition, due to the need to attract new businesses for investment, the structural reinforcement design and construction plan had to be submitted to the Department of Rapid Transit Systems, Taipei City Government and MRT Corporation for review. Due to the large number of review units bythe |
fully subdivided by the Company. This differs from the final equity allocation in early 2008. (As it is not yet possible to reach an agreement with the Department of Rapid Transit Systems, Taipei City Government on the allocation of rights before the EIA and urban planning review, the project has only been calculated according to the tentative planning direction of the company. However, this is a feature of the MRT joint development and is not unique to this case). 1. Explanation from the Revenue Perspective: |
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| Item | Item | Original Plan (2004 ECB) |
Change in 2006 (1st) |
Change in 2007 (2nd) |
Change in 2009 (3rd) |
Change in 2019 (4th) |
Explanatory Note in 2021(5th) |
|---|---|---|---|---|---|---|---|
| competent authorities and the uncontrollable schedule, and in order to meet the construction schedule of the residential area, the Company delayed the completion of the construction of the shopping mall area to September 2012. 2. Explanation from the Revenue Perspective: The initial planning of the mall was based on Tai Lian Enterprise Management Consulting Company market research data to estimate the rental income of the mall. At that time, there were no large shopping malls of sufficient scale and with strong customergathering |
Although the majority of the Mehas shopping mall will be acquired by the city government, the Company is currently negotiating with the Taipei City Government for a unified leaseback model for the operation of the shopping mall, and therefore the Company expects to receive either a "100% ownership lease" or a "unified leaseback lease" from the Taipei City Government in terms of the income of the Mehas shopping mall. The rental income generated by both options is the same. The difference lies only in the additional rental expenses to be |
- 63 -
| Item | Item | Original Plan (2004 ECB) |
Change in 2006 (1st) |
Change in 2007 (2nd) |
Change in 2009 (3rd) |
Change in 2019 (4th) |
Explanatory Note in 2021(5th) |
|---|---|---|---|---|---|---|---|
| power in the Xindian area. However, in view of the delay in the opening of the mall to the public, the addition of new large shopping malls (such as Carrefour Xindian Branch) in the past few years, and the possible impact of other shopping malls on the rental level of the Company's Mehas shopping mall, the estimated rental income for some of the categories was adjusted. The Company reestimated the rental income based on a conservative principle in light of the reduction in the area of the shopping mall and estimated the total operating income from 2012 to 2017 |
borne by the Company under the latter option. Therefore, the operating income of the Mehas shopping mall approved by the Board of Directors on July 16, 2009 is not subject to revision. 2. Explanation from the Cost Perspective: If the Mehas shopping mall is leased back to the Company, it will increase the Company's rental costs. The Company has assumed that the profit from the portion of the mall leased back to the Taipei City Government will be 30% of the re-lease rental income. Therefore, it is estimated that the |
- 64 -
| Item | Item | Original Plan (2004 ECB) |
Change in 2006 (1st) |
Change in 2007 (2nd) |
Change in 2009 (3rd) |
Change in 2019 (4th) |
Explanatory Note in 2021(5th) |
|---|---|---|---|---|---|---|---|
| to be NT$1,762,296 thousand. 3. Explanation from the Cost Perspective: Due to the adjustment of basic wages and labor and health insurance premiums in July 2007, the amount of fixed operating expenses was increased based on the conservative principle. |
annual rental expense will increase by approximately NT$149,709 thousand and the annual gross profit and operating income will decrease by NT$149,709 thousand. |
Note 1: The original capital raising plan in 2004 was based on the assumption that the shopping malls on the 1st to 5th floors of the Mehas shopping mall project would be operated by the Company under one roof. The projected benefits were originally calculated for the six-year period from opening to operation, but were revised in 2019 to include the net rental income from leasing the 5th floor shopping mall for the 10-year period from opening to operation and the recognition of reinvestment gains from Jing-Jan's operation of the 5th floor shopping mall in the Mehas shopping mall case. The provision in 2021 is due to the settlement of the full benefit of the sale of Mehas shopping malle (including car parking spaces) in 2020. However, as this transaction is an inter-affiliated fixed asset transaction, the related benefits should be eliminated in full. The land will be realised upon the sale of Jing-Jan to a third party; the building will be realised upon the phased use by Jing-Jan or the sale to a third party.
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Attachment 9: The Articles before Amendment and the List of the Amended Articles for Comparison
Articles of Incorporation of Radium Life Tech Co. (before amendment)
Chapter 1 General Provisions
Article 1: The Company is organized in accordance with the Company Act, and is named as Radium Life Tech Co., Ltd.
Article 2: The Company operates in the following businesses:
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H701010 Housing and Building Development and Rental
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H701040 Specific Area Development
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H701060 New Towns, New Community Development
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F111090 Wholesale of Building Materials
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F211010 Retail Sale of Building Materials
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E605010 Computer Equipment Installation
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E801010 Indoor Decoration
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I503010 Landscape and Interior Designing
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F102030 Wholesale of Tobacco and Alcohol
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F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
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F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures
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F106010 Wholesale of Hardware
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F106020 Wholesale of Daily Commodities
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F113030 Wholesale of Precision Instruments
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F118010 Wholesale of Computer Software
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F119010 Wholesale of Electronic Materials
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F203020 Retail Sale of Tobacco and Alcohol
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F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
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F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures
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F206010 Retail Sale of Hardware
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F206020 Retail Sale of daily commodities
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F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
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F301010 Department Stores
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F401010 International Trade
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F501060 Restaurants
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I301010 Information Software Services
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I301020 Data Processing Services
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I301030 Electronic Information Supply Services
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IZ99990 Other Industrial and Commercial Services
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J701040 Recreational Activities Venue
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J802010 Sports Training
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JZ99080 Beauty and Hairdressing Services
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ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 3: The Company may provide guarantees to others.
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Article 4: The Company’s investments may exceed 40% of the paid-in capital; the board of directors is authorized to execute such investments.
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Article 5: The Company is situated in Taipei, Taiwan. If necessary, the Company may establish branches in Taiwan and overseas by resolutions of the board of directors.
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Article 6: The Company shall make public announcements in accordance with Article 28 of the Company Act.
Chapter 2 Shares
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Article 7: The total capital of the Company shall be NT$13,000,000,000 divided as 1,300,000,000 shares with a par value of NT$10 per shares. The unissued shares are authorized to the board of directors to issue in installments.
-
Of the aforementioned total capital, NT$200,000,000 is reserved for the issuance of employee stock options as a total of 20,000,000 shares with a par value of NT10 per share. These employee stock options are issued in installments by resolution of the board of directors.
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Article 8: The Company is exempt from printing its share certificate but shall register the issued shares with a centralized securities depositary enterprise.
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Article 9: Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30) days immediately before the date of any special meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Corporation. Other matters in relation to stock affairs are handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies".
Chapter 3 Shareholders Meeting
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Article 10: The shareholders meeting is divided into general meeting and special meeting. The general meeting shall be held by the board of directors once a year within 6 months after the end of fiscal year. The special meeting shall be held in accordance with the relevant laws when necessary.
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Article 11: When a shareholder is unable to attend a shareholders meeting for any reason, he/she may appoint a proxy by executing a power of attorney to attend the meeting with his/her signature or seal, clearly stating the scope of authorization. For the method for the shareholders to delegate their attendance, except for complying with Article 177 of the Company Act, it shall be subject to the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" published by the competent authority.
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Article 12: Unless otherwise prescribed by laws and regulations, the Company’s shareholders have one vote per share.
- Article 13: Unless otherwise provided by the Company Act, the voting on a proposal shall be approved by a majority of the voting rights represented by the attending shareholders.
Chapter 4 Directors and the Audit Committee
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Article 14: The Company has 7-9 directors and have a term of office of three years. The directors shall be appointed among the persons with disposing capacity and may be reelected or reappointed.
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Among the aforementioned directors, the number of independent directors may be not less than 3 in number and not less than one-fifth of the total number of directors.
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The Company’s election of directors is governed by the candidate nomination system under Article 192-1 of the Company Act. Matters in relation to the acceptance and announcement of director nominations are handled in accordance with relevant laws and regulations including the Company Act, the Securities and Exchange Act, etc. Independent directors shall be elected during the same voting session as the remaining directors and have votes allocated separately.
-
The Company’s election of directors shall apply the open cumulative voting method. Each share will have voting rights in a number equal to the directors to be elected and may be cast for a single candidate or split among multiple candidates. The election of directors shall be conducted in accordance with the "Measures for Elections of Directors" established by the Company.
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Article 14-1: The Company's Audit Committee is established in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise; the duties and relevant powers shall be handled according to relevant laws and regulations.
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Article 15: The board of directors shall be organized by the directors and shall be elected from among the directors by a majority of directors present at the meeting attended by at least two-thirds of the directors. Depending on the actual needs, a vice chairman may be elected. The chairman of the board of directors shall represent the Company in external matters. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the proxy shall be handled in accordance with Article 208 of the Company Act.
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Article 16: The convening of the meeting of the board of directors shall state the reasons for the meeting. The directors shall be notified in writing, E-mail or fax seven days prior to the meeting. In the event of emergency, the board of directors may be convened at any time, and it may be done so in writing, E-mail or fax.
-
Unless otherwise prescribed in the Company Act, a resolution of the board of directors shall be made with a majority of the directors in attendance.
-
If a director is unable to attend the meeting for any reason, he/she appoint another
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director to attend the meeting on his/her behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. Only one proxy may be appointed.
Article 16-1: The duties of the board of directors are as follows:
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Review of the Company's operating plan and budget.
-
Review of the Company's final accounts.
-
Review of important measures.
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Review of the increase or decrease of the Company's capital.
-
Appointment and dismissal of senior or key management personnel.
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Acquiring and disposing of material assets (including real estate).
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Drawing up plans of the Company’s earnings distribution or loss appropriation.
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The board of directors shall resolve on all motions except those required by the Company Act or the Articles of Incorporation which are resolved by the shareholders meeting.
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The board of directors may authorize the chairman to handle matters resolved by the board of directors, including but not limited to the signing of contracts.
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Article 17: The remuneration to all directors shall be paid according to the usual standards of the same industry regardless of operating profit or loss. The remuneration paid to the directors shall be decided by the Board of Directors authorized by a meeting of shareholders to be determined based on their value of participation level in the Company's operations as well as their contribution, and the Company’s operating condition shall also be taken into account. The remuneration is set at a level that does not exceed the maximum salary standard stipulated in the Company’s Salary Management Measures.
-
In order to diversify the risk of legal liabilities of the Company’s directors while also improving corporate governance, the Company may take out director, supervisor and manager liability insurance for the Company's directors, representatives of directors, supervisors who are appointed to work in an investee company as well as important employees during their years of service.
Chapter 5 Managerial Officer
- Article 18: The appointment, dismissal and remuneration of the Company's managerial officers shall be subject to Article 29 of the Company Act.
Chapter 6 Accounting
-
Article 19: At the end of each accounting year, the board of directors shall compile the following statements. These statements shall be submitted to the Audit Committee for a review 30 days prior to the shareholders meeting. After review, a report shall be provided and recognized at the shareholders meeting:
-
Business report.
-
Financial statements.
-
Motions for earnings distribution or loss make-up.
-
Article 19-1: If there is a profit within the Company in the year, no less than one-thousandth
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of the profit shall be set aside as remuneration to employees, which shall be distributed in shares or cash by resolution of the board of directors. the Company may set aside no more than one percent of the above-mentioned profit as remuneration to the directors by resolution of the board of directors. The motion regarding remuneration to employees and directors shall be reported to the shareholders meeting.
Where there is an accumulated loss, the profit shall be reserved to make up for the loss and the remuneration to employees and directors shall be provided in proportion in accordance with the aforementioned amount.
The Company carries out the transfer of treasury shares to employees, employee stock options, employee remuneration, employee subscription of new shares, and restricted stock awards to employees of controlling or subordinate companies who meet certain conditions. These conditions are determined by the board of directors.
Article 20: When there are earnings in the Company's annual final accounts, these earnings shall be distributed in the following order:
-
Pay taxes.
-
Make good the deficits of the Company.
-
Set aside ten percent of said profits as legal reserve. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply.
-
In accordance with the law, the special reserve shall be listed or converted when necessary.
-
If there is any remaining balance after deducting 1.-4. as mentioned, the balance may be accumulated with previous years’ earnings. The board of directors will consider the Company's financial situation and prepare a motion for distribution of dividends to shareholders. The motion will be submitted it to the shareholders' meeting for a resolution.
Given that The Company is operating in a varying business environment and is at a mature and stable stage of its corporate life cycle, in a bid to meet future business expansion plans while balancing dividends and shareholders’ interests, the Company’s dividend policy states that dividends are to be distributed in cash and stocks. The actual distribution proportion is authorized to be determined by the board of directors according to the year’s operations and the capital status and capital budget of the following year will also be taken into account. Among which, the cash shall not be less than 20% of the total dividends. However, if the cash dividends are less than NT$0.1 (inclusive), all dividends are distributed in stocks.
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Article 20-1: If the Company intends to transfer the shares bought back to its employees at a price lower than the average price of the actually bought back, the transfer shall be handled in accordance with Article 10-1 of the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies”. The transfer shall be agreed upon with the approval of at least two-thirds of the shareholders in attendance at the most recent shareholders meeting representing a majority of the total number of issued shares.
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Article 20-2: If the Company intends to issue employee stock options at a subscription price lower than the closing price of the underlying stocks on the date of issuance, the stock options may be handled in accordance with Article 56-1 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers”. The issuance shall be agreed upon with the approval of at least two-thirds of the shareholders in attendance at the most recent shareholders meeting representing a majority of the total number of issued shares.
Chapter 7 Additional Provisions
Article 21: Any matters not specified in these Articles shall be handled in accordance with the provisions stipulated in the Company Act and relevant regulations. Article 22: These Articles were established on March 26, 1980. The 1st amendment to these Articles was made on March 9, 1982. The 2nd amendment to these Articles was made on August 25, 1990. The 3rd amendment to these Articles was made on July 30, 1992. The 4th amendment to these Articles was made on July 9, 1993. The 5th amendment to these Articles was made on September 7, 1994. The 6th amendment to these Articles was made on September 17, 1995. The 7th amendment to these Articles was made on May 30, 1996. The 8th amendment to these Articles was made on June 28, 1996. The 9th amendment to these Articles was made on June 8, 1998. The 10th amendment to these Articles was made on June 25, 1999. The 11th amendment to these Articles was made on October 31, 2000. The 12th amendment to these Articles was made on May 16, 2001. The 13th amendment to these Articles was made on October 15, 2001. The 14th amendment to these Articles was made on June 14, 2002. The 15th amendment to these Articles was made on June 24, 2003. The 16th amendment to these Articles was made on November 13, 2003. The 17th amendment to these Articles was made on June 25, 2004. The 18th amendment to these Articles was made on June 7, 2005. The 19th amendment to these Articles was made on June 26, 2006. The 20th amendment to these Articles was made on May 28, 2007. The 21st amendment to these Articles was made on June 13, 2008. The 22nd amendment to these Articles was made on June 19, 2009. The 23rd amendment to these Articles was made on June 19, 2009. The 24th amendment to these Articles was made on June 17, 2010. The 25th amendment to these Articles was made on June 15, 2011. The 26th amendment to these Articles was made on June 18, 2012. The 27th amendment to these Articles was made on June 19, 2013. The 28th amendment to these Articles was made on June 19, 2014. The 29th amendment to these Articles was made on June 22, 2015. The 30th amendment to these Articles was made on June 24, 2016. The 31st amendment to these Articles was made on June 24, 2019
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Radium Life Tech Co. The Amended Articles for Com arison p
| Article | Pre-amendment Provisions | Post-amendment Provisions | Reason for amendment |
|---|---|---|---|
| Article 14 | The Company has 7-9 directors and have a term of office of three years. The directors shall be appointed among the persons with disposing capacity and may be reelected or reappointed. |
The Company has 7-11 directors and have a term of office of three years. The directors shall be appointed among the persons with disposing capacity and may be reelected or reappointed. |
The number of Directors shall be increased as necessary to meet operational requirements. |
| Article 19 -1 |
If there is a profit within the Company in the year, no less thanone-thousandthof the profit shall be set aside as remuneration to employees, which shall be distributed in shares or cash by resolution of the board of directors. the Company may set aside no more thanone percentof the above-mentioned profit as remuneration to the directors by resolution of the board of directors. The motion regarding remuneration to employees and directors shall be reported to the shareholders meeting. Where there is an accumulated loss, the profit shall be reserved to make up for the loss and the remuneration to employees and directors shall be provided in proportion in accordance with the aforementioned amount. The Company carries out the transfer of treasury shares to employees, employee stock options,employee |
If there is a profit within the Company in the year, no less than0.5%of the profit shall be set aside as remuneration to employees, which shall be distributed in shares or cash by resolution of the board of directors. the Company may set aside no more than1%of the above-mentioned profit as remuneration to the directors by resolution of the board of directors. The motion regarding remuneration to employees and directors shall be reported to the shareholders meeting. Where there is an accumulated loss, the profit shall be reserved to make up for the loss and the remuneration to employees and directors shall be provided in proportion in accordance with the aforementioned amount. The Company carries out the transfer of treasury shares to employees, employee stock options, employee remuneration,employee |
1. To increase the lower limit of employee remuneration in order to motivate employees. 2. To make textual amendments as appropriate. |
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| Article | Pre-amendment Provisions | Post-amendment Provisions | Reason for amendment |
|---|---|---|---|
| remuneration, employee subscription of new shares, and restricted stock awards to employees of controlling or subordinate companies who meet certain conditions. These conditions are determined by the board of directors. |
subscription of new shares, and restricted stock awards to employees of controlling or subordinate companies who meet certain conditions. These conditions are determined by the board of directors. |
||
| Article 20 | When there are earnings in the Company's annual final accounts, these earnings shall be distributed in the following order: 1. Pay taxes. 2. Make good the deficits of the Company. 3. Set aside ten percent of said profits as legal reserve. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply. 4. In accordance with the law, the special reserve shall be listed or converted when necessary. 5. If there is any remaining balance after deducting 1.-4. as mentioned, the balance may be accumulated with previous years’ earnings. The board of directors will consider the Company's financial situation and prepare a motion for distribution of dividends to shareholders. The motion will be |
When there are earnings in the Company's annual final accounts, these earnings shall be distributed in the following order: 1. Pay taxes. 2. Make good the deficits of the Company. 3. Set aside ten percent of said profits as legal reserve. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply. 4. In accordance with the law, the special reserve shall be listed or converted when necessary. When the Company sets aside special reserve according to law and if there is an insufficient amount in the allocation of“net amount of equity deduction accumulated in the previous period", before the surplus is distributed, a special reserve of the same amount shall be allocated from the undistributed surplus of |
In compliance with the provision of Financial Regulatory Order Ref. No. 1090150022 of the Financial Supervisory Commission on March 31, 2021, regarding the net amount of other equity deduction accumulated in the previous period, the adopted dividend policy with statement of “A special reserve of the same amount shall be allocated from the undistributed surplus of the previous period. If there is still an insufficient amount, items other than the net profit after tax of the current period shall be included |
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| Article | Pre-amendment Provisions | Post-amendment Provisions | Reason for amendment |
|---|---|---|---|
| submitted it to the shareholders' meeting for a resolution. Given that The Company is operating in a varying business environment and is at a mature and stable stage of its corporate life cycle, in a bid to meet future business expansion plans while balancing dividends and shareholders’ interests, the Company’s dividend policy states that dividends are to be distributed in cash and stocks. The actual distribution proportion is authorized to be determined by the board of directors according to the year’s operations and the capital status and capital budget of the following year will also be taken into account. Among which, the cash shall not be less than 20% of the total dividends. However, if the cash dividends are less than NT$0.1 (inclusive), all dividends are distributed in stocks. |
the previous period. If there is still an insufficient amount, items other than the net profit after tax of the current period shall be included in the undistributed surplus of the current period. 5. If there is any remaining balance after deducting 1.-4. as mentioned, the balance may be accumulated with previous years’ earnings. The board of directors will consider the Company's financial situation and prepare a motion for distribution of dividends to shareholders. The motion will be submitted it to the shareholders' meeting for a resolution. Given that The Company is operating in a varying business environment and is at a mature and stable stage of its corporate life cycle, in a bid to meet future business expansion plans while balancing dividends and shareholders’ interests, the Company’s dividend policy states that dividends are to be distributed in cash and stocks. The actual distribution proportion is authorized to be determined by the board of directors according to the year’s operations and the |
in the undistributed surplus of the current period” must be clearly specified in the Company’s articles of association, as revised. |
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| Article | Pre-amendment Provisions | Post-amendment Provisions | Reason for amendment |
|---|---|---|---|
| capital status and capital budget of the following year will also be taken into account. Among which, the cash shall not be less than 20% of the total dividends. However, if the cash dividends are less than NT$0.1 (inclusive), all dividends are distributed in stocks. |
|||
| Article 22 | (omitted above) The 30th Amendment to these Articles was made on June 24, 2016. The 31st Amendment to these Articles was made on June 24, 2019. |
(omitted above) The 30th Amendment to these Articles was made on June 24, 2016. The 31st Amendment to these Articles was made on June 24, 2019. The 32nd Amendment to these Articles was made on June 25, 2021. |
Date of amendment added to coincide with amendment of certain provisions. |
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Attachment 10. Radium Convention Rules for Shareholders' Meetings
Radium Life Tech Co.
Convention Rules for Shareholders' Meetings
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Article 1: Unless otherwise prescribed, the Company’s shareholders meetings shall be handled in accordance with these Rules.
-
Article 2: The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
-
Article 3: Attendance and voting at shareholders meetings shall be calculated based on numbers of shares.
-
Article 4: The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
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Article 5: If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
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If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
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During the session of a shareholders' meeting, if the chairman declares the adjournment of the meeting in a manner in violation of such rules governing the proceedings of meetings, a new chairman of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceedings of the meeting.
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Article 6: The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
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Article 7: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph
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shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
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Article 8: The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act.
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When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
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Article 9: If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
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The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting.
Once the set agenda of the shareholders meeting is completed, the chair may declare the meeting adjourned without casting a vote by all shareholders.
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Article 10: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
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A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
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If a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
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Article 11: Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.
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If the shareholder's speech violates the rules or exceeds the scope of the agenda item,
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the chair may terminate the speech.
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Article 12: When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
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When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
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Article 13: After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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Article 14: When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote.
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Article 14-1: When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.
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A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
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After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting by executing a power of attorney, the voting rights exercised by the proxy in the meeting shall prevail.
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Article 15: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting shall be announced on-site at the meeting, and a record made of the vote.
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Article 16: When a meeting is in progress, the chair may announce a break based on time considerations.
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Article 17: Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a
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majority of the voting rights represented by the attending shareholders.
Except the motions listed on the agenda, the chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote.
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Article 18: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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Article 19: The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
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When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
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Article 20: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
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Article 21: The first amendment made to the Rules of Procedure for Shareholders’ Meetings was on June 26, 2006.
The second amendment made to the Rules of Procedure for Shareholders’ Meetings was on June 18, 2012.
The third amendment made to the Rules of Procedure for Shareholders’ Meetings was on June 19, 2014.
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Annex 11. Radium Directors' Shareholdings
Radium Life Tech Co.
Shares Held By the Directors
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I. The Company’s paid-in capital as of the date of suspension for share transfer of the 2021 Annual General Meeting totaled NT$9,000,946,490, with the number of 900,094,649 shares issued.
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II. As required by Article 26 of the Securities and Exchange Act, all directors shall hold a minimum of 28,803,028 shares.
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III. As of the date of suspension for share transfer of the 2021 Annual General Meeting, the shares held by individual shareholders, all directors and supervisors as recorded in the shareholders register are as follows:
| shareholders register are as follows: | shareholders register are as follows: | shareholders register are as follows: | shareholders register are as follows: | ||
|---|---|---|---|---|---|
| April 27,2021;unit: share | |||||
| Title | Name | Date of Election |
Term of Office |
Shares CurrentlyHeld | |
| Number of Shares | Shareholding Ratio |
||||
| Chairman | Lin RongShian | 2019.06.24 | 3 | 110,524,167 | 12.28% |
| Vice Chairman |
Lin Hua Chun | 2019.06.24 | 3 | 6,271,761 | 0.70% |
| Director | Changxin Investment Development Co., Ltd. Representative: Shen ChingPeng |
2019.06.24 | 3 | 34,989 | 0.00% |
| Director | Changxin Investment Development Co., Ltd. Representative: Liu Yao Kai |
2019.06.24 | 3 | 34,989 | 0.00% |
| Independent Director |
K. C. Chou |
2019.06.24 | 3 | 0 | 0.00% |
| Independent Director |
Lu, Shyue Ching |
2019.06.24 | 3 | 0 | 0.00% |
| Independent Director |
Pan Wei Ta |
2019.06.24 | 3 | 0 | 0.00% |
| Total number of shares held by all directors | 116,830,917 | 12.98% |
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