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REXON — AGM Information 2023
May 31, 2023
51841_rns_2023-05-31_50e4bcd0-ba93-4db9-889b-04429b5846b7.pdf
AGM Information
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Stock Code: 1515
Rexon Industrial Corp., Ltd. Agenda Handbook for the 2023 Annual Meeting of Shareholders
Integrity‧Stability‧Growth
==> picture [157 x 45] intentionally omitted <==
Date: May 30, 2023 (Tues), at 9 am
Place: No. 261, Renhua Rd., Dali Dist., Taichung City (meeting room of the Company)
Type of Meeting: Physical shareholders’ meeting
Table of Contents
| Table of Contents | Table of Contents |
|---|---|
| ONE. MEETING AGENDA................................................................................................................................ 1 | |
| I. | CALL TO ORDER ........................................................................................................................................ 2 |
| II. | CHAIRPERSON REMARKS ....................................................................................................................... 2 |
| III. | MANAGEMENT PRESENTATION ............................................................................................................. 2 |
| IV. | MATTERS TO BE RATIFIED ...................................................................................................................... 3 |
| V. | ELECTION MATTERS ................................................................................................................................ 4 |
| VI. | DISCUSSIONS .............................................................................................................................................. 5 |
| VII. | EXTRAORDINARY MOTIONS................................................................................................................... 6 |
| VIII. ADJOURNMENT ......................................................................................................................................... 6 | |
| TWO. ATTACHMENT ......................................................................................................................................... 7 | |
| I. | 2022 BUSINESS AND FINANCIAL REPORTS OF THE COMPANY ........................................................ 7 |
| II. | AUDIT REPORT OF THE AUDIT COMMITTEE .....................................................................................25 |
| III. | EARNINGS DISTRIBUTION TABLE ........................................................................................................26 |
| IV. | INFORMATION ON DIRECTOR CANDIDATES .....................................................................................27 |
| V. | COMPARISON TABLE FOR THE AMENDMENTS OF THE “ARTICLES OF INCORPORATION” ..28 |
| THREE. APPENDIX ............................................................................................................................................29 | |
| I. | ARTICLES OF INCORPORATION (BEFORE AMENDMENT) ..............................................................29 |
| II. | RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETING .............................................................35 |
| III. | DIRECTOR ELECTION PROCEDURE ....................................................................................................37 |
| IV. | SHAREHOLDING OF DIRECTORS ..........................................................................................................40 |
One. Meeting Agenda
Rexon Industrial Corp., Ltd. Agenda for the 2023 Annual Meeting of Shareholders
Time: May 30, 2023 (Tues), at 9am
Place: No. 261, Renhua Rd., Dali Dist., Taichung City (meeting room of the Company)
-
I. Call to Order
-
II. Chairperson Remarks
-
III. Management Presentation
-
(I). 2022 Business report.
-
(II). Audit Committee’s review report on the 2022 financial statements
(III). Report on distribution of the remuneration to employees and directors in 2022
IV. Matters to be Ratified
- (I). Ratification of 2022 financial statements
(II). Ratification of earnings distribution for 2022.
- V. Election Matters
(I). Re-election of the Company’s directors
- VI. Discussions
(I). Removal of restrictions on competing business involvement for new directors of the Company
(II). Amendment of the “Articles of Incorporation” of the Company
- VII. Extraordinary Motions
VIII. Adjournment
1
I. Call to Order
II. Chairperson Remarks
III. Management Presentation
Proposal 1: 2022 Business report. Description: For the 2022 business report of the Company, please refer to the Attachment 1 of the Handbook on pages 7-24.
Proposal: Audit Committee’s review report on the 2022 financial statements. Description: For the Audit Committee’s review report for 2022, please refer to Attachment 2 of the Handbook on page 25.
-
Proposal 3: Report on distribution of the remuneration to employees and directors in 2022
-
Description: For the distribution of the remuneration to employees and directors in 2022, the Board of Directors adopted a resolution not to set aside or distribute remuneration to employees and directors because the Company had a net loss before tax in 2022.
2
IV. Matters to be Ratified
Proposal 1: [Proposed by the Board of Directors] Proposal: The 2022 financial statements of the Company submitted for ratification.
Description:
-
The 2022 final accounting reports have been adopted by the Board of Directors and audited by the Audit Committee. They are herewith submitted for ratification.
-
For the final accounting reports, please refer to Attachment 1 of the Handbook on pages 7-24.
Resolution:
Proposal 2: [Proposed by the Board of Directors] Proposal: The Company’s 2022 earnings distribution for ratification. Description:
-
The Company had loss in 2022. Though there was undistributed earnings at the end of the period, no cash dividends will be distributed in consideration of the needed for the future operations.
-
For the 2022 earnings distribution Table of the Company, please refer to Attachment 3 of the Handbook on page 26.
Resolution:
3
V. Election Matters
Proposal 1: [Proposed by the Board of Directors] Proposal: Re-election of the directors of the Company submitted for resolution. Description:
-
The term of the directors of the 17th Board of Directors expired on June 17, 2023. A full re-election of directors for the 18th Board of Directors will be conducted at the annual shareholders’ meeting this year.
-
According to the Articles of Incorporation, five to nine directors shall be elected. Accordingly, nine directors (including three independent directors) will be elected at this shareholders’ meeting with a term of three years from May 30, 2023 to May 29, 2026.
-
The Company adopts the candidate nomination system for the election of the directors according to Article 16 of the Articles of Incorporation. For the information on the candidates, please refer to Attachment 4 of the Handbook on page 27.
Resolution:
4
VI. Discussions
Proposal 1: [Proposed by the Board of Directors] Proposal: Removal of restrictions on competing business involvement for new directors of the Company. Description:
-
According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
-
To facilitate smooth development the business, the Company plans to remove the restrictions on competing business involvement pursuant to Article 209 of the Company Act and thus requests the shareholders’ meeting for agreement on the removal in favor of new directors:
| Title | Name | Company Name and Concurrent **Position ** |
|---|---|---|
| Director | Wang Kuan-Hsiang | Power Tool Specialists Inc. / President Gold Tech Group Ltd. / Director Tongxiang Rexon Industrial Co., Ltd. / Director |
| Director | Kun Forever Co., Ltd. Representative: Wang Kuan- Chuan |
Power Tool Specialists Inc. / Director |
| Director | HuangChing-Hsiang | Gold Tech GroupLtd. / Director |
| Director | Chen Chun-Wei | Rexon Technology Corp., Ltd. / Special Assistant Rexon Technology Corp., Ltd. / Director Gold Tech Group Ltd. / Director Fine Clear Co.,Ltd. / Supervisor |
| Director | Kuo Pu-Chao | Rexon Technology Corp., Ltd. / Director Hongqiao Investment Co., Ltd. / Director |
Resolution:
5
Proposal 2: [Proposed by the Board of Directors] Proposal: Discussion on the amendment of the “Articles of Incorporation” of the Company.
Description:
-
To ensure flexible convention of the shareholders’ meeting and provide that the shareholders’ meeting of the Company may be held in the form of a video conference or other methods promulgated by the central competent authority in line with the amendment to Article 172-2 of the Company Act, the Company plans to amend some provisions of the “Articles of Incorporation”.
-
For the comparison table for the amendments, please refer to Attachment 5 of the Handbook on page 28.
Resolution:
VII. Extraordinary Motions
VIII. Adjournment
6
Attachment 1
Two. Attachment
I. 2022 Business and Financial Reports of the Company
(I). Business Report
We encountered fierce challenges in our business operation in 2022. The supply and demand of the market were affected by the COVID-19 pandemic that had a great impact on the global economy and ran into unprecedent uncertainty. The changes to the life and consumption habits led to the declination of the increased demand for the home gym fitness and sports devices. The war, geopolitics, stagflation, unceasing increase of the interest rate and loosening of the lockdown restrictions in 2022 resulted in weak demand, high stock quantity and significantly decreased customer demand. Consequently, both revenue and profitability of the Company were affected to a great extent in 2022. Despite the adverse business environment, we operated prudently and steadily and persisted in the core value of our fundamental business by manifesting our competitive advantages and operating our business firmly in this wave of economic changes.
1. Business results in 2022
(1). Implementation status of the business plan
The consolidated operating revenue in 2022 was NT$4,549,308 thousand with a decrease of NT$13,817,515 thousand (75.2%) in comparison with the amount of NT$18,366,823 thousand in 2021. The consolidated net loss after tax in 2022 was NT$299,120 thousand with a new loss per share of about NT$1.65.
(2). Implementation status of budgets
Since we did not make 2022 publication of financial forecasts, no budget implementation status needs to be disclosed.
(3). Analysis of financial expenditure and profitability
| Item | 2021 | 2022 | |
|---|---|---|---|
| Financial structure(%) | Debt to assets ratio% | 66.05 | 54.74 |
| Solvency (%) | Current ratio% | 111.54 | 96.00 |
| Quick ratio% | 84.77 | 78.64 | |
| Profitability (%) | Return on assets(%) | 9.63 | -2.77 |
| Return on equity (%) | 26.36 | -7.71 | |
| Earnings per share (NTD) (current period) |
5.80 |
-1.65 |
7
(4). R&D status
As for machine tools, we continued to innovate and used patents to provide products that exceeded the customer’s expectations. The diversification of the product mix was achieved through the model of brand and retailer strategy alliances and the interactions among places of origin. As for fitness devices, we accelerated the development of new products and increased the items to meet the quickchanging and multiple demands of the customers. We grew together with them and pursued high quality to their satisfaction. As for new business, we used our core technologies in line with the market trend and grasped the opportunity to develop product areas for our new business.
2. Summary of the 2023 business plan
-
(1). Operating guidelines and important policies
-
(A).Create the best benefit for related parties with sustainable operations as the goal.
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(B). Provide premium products and services for brand customers with our leading electromechanical technique.
-
(C). Uphold the philosophy of getting to the bottom of matters and continual improvement to achieve lean manufacturing and management.
-
(2). Business expectations and critical production/marketing policies
The global economy and market supply and demand will remain uncertain in 2023. The management team of the Company will uphold our corporate culture of “Integrity, Stability and Growth” and create competitive differentiation with total lean management and technical innovation to meet the requirements of the
customer, create a win-win relationship with our partners, and achieve the optimal growth and sustainable development of the Company.
- (3). Our development strategies will be affected by the external competitive environment, regulatory environment and overall business environment.
With the inherited attitude of “More Than Better”, the leading
electromechanical integration technique, and the vision to provide brand customers with total services, we will be dedicated to the core competitive advantages of
“leading technique”, “excellent manufacturing”, “quality first” and “customer trust”
8
to provide services that meet the requirements of the customers and achieve the goals of growth in both revenue and profit. With the spirit of “More than Better” and “Continuous Improvement”, the management team and outstanding employees will create and consolidate our leading position and enhance the differentiation against our competitors to achieve the optimal growth and sustainable development of the Company, overcome the challenges in the external competitive environment, regulatory environment and overall business environment, and understand and control all the operational risks.
Finally, we sincerely extend our appreciation to all of our shareholders for your support. Please don’t hesitate to give encourage and comments to our management team in the future.
May we wish you all
Good Health and Good Luck
President:Wang Kuan-Hsiang General Manager:Lo Cheng-Chou Accounting Manager:He Hsiu-Yuan
9
4
(II). Financial Reports
- Please refer to pages 10-24 of the Handbook. 2. Independent Auditors’ Report, KPMG Taiwan
INDEPENDENT AUDITORS ’ REPORT
To the Board of Directors of Rexon Industrial Corp., Ltd.:
Opinion
We have audited the consolidated financial statements of Rexon Industrial Corp., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets of December 31, 2022 and 2021, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
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, 2022 and 2021, 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 and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee ( “ IFRIC ” ) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission 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 Standards on Auditing of 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 in 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 of 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 consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue recognition
Please refer to Note 4(o) and Note 6(t) of the consolidated financial statements for accounting policies on revenue recognition and revenue recognition, respectively.
10
4-1
Description of key audit matter:
The Group recognizes revenue when the control over a product has been transferred to the customer as specified on the various sales terms in each individual contract with customers. Revenue is recognized in each individual contract with customers. The improper timing in recongnition of revenue before and after the financial reporting date may materially impact financial statements. Therefore, revenue recognition is one of the key areas our audit focused on.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include testing the effectiveness of internal control on recongnition of revenue; ensuring the transaction conditions and revenue of the sale contracts have been properly recorded; random sampling of sales transactions within a certain period before and after the financial reporting date; analyzing the client contract of the sample; and evaluating the transaction conditions contained in the sales contract to confirm that revenue recognition has been recorded in an appropriate period.
2. Valuation of Inventories
The accounting principle of inventory, refer to consolidated financial statements Note 4 (h), the assessment of accounting estimate and assumption uncertainty, refer to consolidated financial statements Note 5 (b); the explanation of inventory assessment refers to consolidated financial statements Note 6 (e).
Description of key audit matter:
Due to the introduction of new products such as machine tools or fitness machines may cause significant changes in consumer demand, the original product outdated may no longer meet the market demand, or by the electric tool market recession and competitors’ low-cost strategy and other factors so that the sale of related products may be volatile, it easily leads to the cost of inventory may exceed its net realizable value of the risk; therefore, inventory valuation is considered as one of a key audit matter.
How the matter was addressed in our audit:
In relation to the key audit matter above, includes the allowance for uncollectible inventory valuation losses of the Group and the rationale of calculation method, implementation of the sampling procedures to check the inventory and the net realized value to compare with the past period situation and analyze whether the loss of the value of the deposit in the current period is disclosure appropriately.
Other Matter
Rexon Industrial Corp., Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2022 and 2021, on which we have issued an unmodified opinion.
Responsibilities of 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 with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the 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 that are 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.
11
4-2
’ Those charged with governance (including the Audit Committee) are responsible for overseeing the Group s financial reporting process.
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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements 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 users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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 management.
-
Conclude on the appropriateness of 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 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 disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient 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 communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
12
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Shyh-Huar, Kuo and Chun-Yuan, Wu.
KPMG
Taipei, Taiwan (Republic of China) Febuary 23, 2023
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3. Consolidated balance sheet
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2022 and 2021 (Expressed in thousands of New Taiwan Dollar)
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4. Consolidated statement of comprehensive income
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2022 and 2021 (Expressed in thousands of New Taiwan Dollar , except earnings per share)
| 4100 Operating revenue, (note 6 (t) and 7) 5000 Operating costs (note 6 (e)、(i)、(p) and 7) Gross profit from operations 6000 Operating expenses(note 6 (i)、(p) and (u)): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses Net operating (loss) income 7000 Non-operating income and expenses: 7100 Interest income (note 6 (v)) 7010 Other income (note 6 (v)) 7020 Other gains and losses, net (note 6 (g) and (v)) 7050 Finance costs (note 6 (n) and (v)) 7060 Share of profit of associates accounted for using equity method (note 6 (f)) 7900 Profit (loss) before income tax 7950 Income tax (benefit) expense(note 6 (q)) 8200 (Loss) profit 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss: 8311 Gains on remeasurements of defined benefit obligation (note 6 (p)) 8316 Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income (note 6 (r)) 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation(note 6 (r)) 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss (note 6 (q)) 8300 Other comprehensive income (after tax) 8500 Comprehensive income Profit (loss) attributable to: 8610 Owners of parent 8620 Non-controlling interests Comprehensive income attributable to: 8710 Owners of parent 8720 Non-controlling interests Earnings (losses) per share(NT dollars)(note 6 (s)) 9750 Basic earnings (loss) per share 9850 Diluted earnings (loss) per share |
2022 | % 100 96 |
2021 | % 100 86 |
|---|---|---|---|---|
| Amount $ 4,549,308 4,394,448 |
Amount 18,366,823 15,849,053 |
|||
154,860 |
4 | 2,517,770 |
14 | |
258,145 183,389 142,903 |
6 4 3 |
561,819 314,799 215,937 |
3 2 1 |
|
584,437 |
13 | 1,092,555 |
6 | |
(429,577) |
(9) | 1,425,215 |
8 | |
5,858 19,894 25,505 (22,439) 188 |
- - 1 - - |
2,030 39,792 (140,611) (7,827) 518 |
- - (1) - - |
|
| 29,006 | 1 | (106,098) | (1) | |
(400,571) (101,451) |
(8) (2) |
1,319,117 263,168 |
7 1 |
|
(299,120) |
(6) |
1,055,949 |
6 | |
82,650 - |
2 - |
61,559 17,184 |
- - |
|
| 82,650 | 2 | 78,743 |
- | |
24,629 (4,815) |
- - |
(10,883) 1,588 |
- - |
|
19,814 |
- | (9,295) |
- | |
102,464 |
2 | 69,448 |
- | |
$ (196,656) |
(4) | 1,125,397 |
6 | |
$ (298,921) (199) |
(6) - |
1,052,892 3,057 |
6 - |
|
$ (299,120) |
(6) | 1,055,949 |
6 | |
$ (197,012) 356 |
(4) - |
1,125,276 121 |
6 - |
|
| $ (196,656) |
(4) | 1,125,397 | 6 | |
$ |
(1.65) |
5.80 | ||
| $ | (1.65) |
5.76 |
14
5. Consolidated statement of changes in equity
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity For the years ended December 31, 2022 and 2021 (Expressed in thousands of New Taiwan Dollar)
| Balance on January 1, 2021 Appropriation and distribution of retained earnings: Legal reserve Special reserve Cash dividends of ordinary share Profit for the year ended December 31, 2021 Other comprehensive income for the year ended December 31, 2021 Comprehensive income Changes in ownership interests in subsidiaries Disposal of investments in equity instruments designated at fair value through other comprehensive income Beginning adjustment of net delined benefit assets Balance on December 31, 2021 Balance on January 1, 2022 Appropriation and distribution of retained earnings: Legal reserve Reversal of special reserve Cash dividends of ordinary share Loss for the year ended December 31, 2022 Other comprehensive income for the year ended December 31, 2022 Comprehemsive income Balance on December 31, 2022 |
Equityattributable to owners of | Equityattributable to owners of | Equityattributable to owners of | parent | Non-controll inginterests |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Capital surplus |
Retained earnings | Total other equity | Total equity attributable to owners of parent |
|||||||
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
Total other equityinterest |
|||||||||
| Ordinary share |
Legal reserve |
Special reserve |
Unappropriated retained earnings |
Total |
|||||||
| - - 97,724 - (97,724) - - - - - - - - - - 127,558 (127,558) - - - - - - - - - - - (653,305) (653,305) - - - (653,305) - (653,305) |
|||||||||||
| - - 97,724 127,558 (878,587) (653,305) - - - (653,305) - (653,305) |
|||||||||||
| - - - - 1,052,892 1,052,892 - - - 1,052,892 3,057 1,055,949 - - - - 61,559 61,559 (6,359) 17,184 10,825 72,384 (2,936) 69,448 |
|||||||||||
| - - - - 1,114,451 1,114,451 (6,359) 17,184 10,825 1,125,276 121 1,125,397 |
|||||||||||
| - 153 - - - - - - - 153 - 153 - - - - (3,218) (3,218) - 3,218 3,218 - - - - - - - 16,965 16,965 - - - 16,965 - 16,965 |
|||||||||||
| $ 1,814,735 586 363,103 177,226 2,032,621 2,572,950 (163,182) - (163,182) 4,225,089 25,314 4,250,403 |
|||||||||||
$ 1,814,735 586 363,103 177,226 2,032,621 2,572,950 (163,182) - (163,182) 4,225,089 25,314 4,250,403 |
|||||||||||
| - - 112,820 - (112,820) - - - - - - - - - - (14,044) 14,044 - - - - - - - - - - - (544,420) (544,420) - - - (544,420) - (544,420) |
|||||||||||
| - - 112,820 (14,044) (643,196) (544,420) - - - (544,420) - (544,420) |
|||||||||||
| - - - - (298,921) (298,921) - - - (298,921) (199) (299,120) - - - - 82,650 82,650 19,259 - 19,259 101,909 555 102,464 |
|||||||||||
| - - - - (216,271) (216,271) 19,259 - 19,259 (197,012) 356 (196,656) |
|||||||||||
| $ 1,814,735 586 475,923 163,182 1,173,154 1,812,259 (143,923) - (143,923) 3,483,657 25,670 3,509,327 |
15
6. Consolidated statement of cash flow
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2022 and 2021 (Expressed in thousands of New Taiwan Dollar)
| Consolidated Statements of Cash Flows For the years ended December 31, 2022 and 2021 **(Expressed in thousands of New Taiwan Dollar) ** |
||
|---|---|---|
| Cash flows from operating activities: (Loss) profit before tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Interest expense Interest income Dividend income Share of profit of associates accounted for using equity method Loss on disposal of property, plant and equipment Impairment loss of property, plant and equipment Gain on lease modification Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Decrease in financial assets at fair value through profit or loss Decrease (increase) in notes receivable Increase in notes receivable due from related parties Decrease in accounts receivable Decrease (increase) in accounts receivable due from related parties (Increase) decrease in other receivable Decrease (increase) in inventories Decrease (increase) in other current assets Decrease (increase) in other operating assets Total changes in operating assets Changes in operating liabilities: (Decrease) increase in contract liabilities (Decrease) increase in notes payable (Decrease) increase in notes payable to related parties (Decrease) increase in accounts payable (Decrease) increase in other payable Decrease in other payable to related parties (Decrease) increase in other current liabilities Decrease in net defined benefit liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash (outflow) inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows (used in) from operating activities Cash flows used in investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Changes in ownership of interest in subsidiaries Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in restricted assets Decrease (increase) in refundable deposits Acquisition of intangible assets Increase in prepayments for business facilities Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase from long-term borrowings Repayments of long-term borrowings Cash dividends paid Payment of lease liabilities Net cash flows (used in) from financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at the beginning of period Cash and cash equivalents at the end of period |
2022 $ (400,571) |
2021 1,319,117 |
| 347,728 17,969 22,439 (5,858) - (188) 4,132 15,971 (39) |
263,492 14,665 7,827 (2,030) (13) (518) 4,987 52,723 - |
|
| 402,154 | 341,133 | |
| - 1,989 (4,179) 979,399 2,284 (137) 1,392,459 121,277 1,978 |
18,374 (2,167) (21,209) 663,028 (7,726) 382 (879,081) (17,883) (3,318) |
|
| 2,495,070 | (249,600) | |
| (12,611) (955,360) (3,705) (2,901,730) (119,366) (11) (131,663) (32,690) |
515,701 602,227 2,956 269,876 233,197 (444) 20,014 (12,061) |
|
| (4,157,136) | 1,631,466 | |
| (1,662,066) | 1,381,866 | |
| (1,259,912) | 1,722,999 | |
| (1,660,483) 5,858 480 (22,190) (197,707) |
3,042,116 2,030 813 (8,369) (200,424) |
|
| (1,874,042) | 2,836,166 | |
| - - (95,446) 4,243 - 7,127 (22,422) (422,649) |
53,360 153 (502,972) 4,893 8,000 (4,650) (14,355) (498,114) |
|
| (529,147) | (953,685) | |
| 3,014,060 (3,014,060) 562,607 (198,174) (544,420) (30,257) |
2,016,870 (1,556,357) 851,600 (547,369) (653,305) (29,043) |
|
| (210,244) | 82,396 | |
| 9,473 | (3,287) | |
| (2,603,960) 4,574,719 |
1,961,590 2,613,129 |
|
| $ 1,970,759 |
4,574,719 |
16
3
7. Audit report
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors of Rexon Industrial Corp., Ltd.:
Opinion
We have audited the financial statements of Rexon Industrial Corp., Ltd.(“the Company”), which comprise the balance sheets of December 31, 2022 and 2021, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and 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 financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its 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 Standards on Auditing of 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 of 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 of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue recognition
Please refer to Note 4(o) and Note 6(t) of the parent company only financial statements for accounting policies on revenue recognition and revenue recognition, respectively.
17
3-1
Description of key audit matter:
Revenue is recognized when the control over a product has been transferred to the customer as specified in each individual contract with customers. Revenue is recognized in each individual contract with customers. The improper timing in recognition of revenue before and after the financial reporting date may materially impact financial statements. Therefore, revenue recognition is one of the key areas our audit focused on.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include testing the effectiveness of internal control on recognition of revenue; ensuring the transaction conditions and revenue of the sale contracts have been properly recorded; random sampling of sales transactions within a certain period before and after the financial reporting date; analyzing the client contract of the sample; and evaluating the transaction conditions contained in the sales contract to confirm that revenue recognition has been recorded in an appropriate period.
2. Valuation of Inventories
The accounting principle of inventory, refer to parent company only financial statements Note 4 (g), the assessment of accounting estimate and assumption uncertainty, refer to parent company only financial statements Note 5 (a); the explanation of inventory assessment refers to parent company only financial statements Note 6 (e).
Description of key audit matter:
Due to the introduction of new products such as machine tools or fitness machines may cause significant changes in consumer demand, the original product outdated may no longer meet the market demand, or by the electric tool market recession and competitors’ low-cost strategy and other factors so that the sale of related products may be volatile, it easily leads to the cost of inventory may exceed its net realizable value of the risk; therefore, inventory valuation is considered as one of a key audit matter.
How the matter was addressed in our audit:
In relation to the key audit matter above, includes the allowance for uncollectible inventory valuation losses of the Company and the rationale of calculation method, implementation of the sampling procedures to check the inventory and the net realized value to compare with the past period situation and analyze whether the loss of the value of the deposit in the current period is disclosure appropriately.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management 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 financial statements that are 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.
18
3-2
Those charged with governance (including the Audit Committee) are responsible for overseeing the 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 about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements 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 users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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 management.
-
Conclude on the appropriateness of 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 investment in other entities accounted for using the equity method to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
19
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Shyh-Huar, Kuo and Chun-Yuan, Wu.
KPMG
Taipei, Taiwan (Republic of China) Febuary 23, 2023
20
8. Balance Sheet
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD.
Balance Sheets
December 31, 2022 and 2021
(Expressed in thousands of New Taiwan Dollar)
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21
9. Statement of comprehensive income
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. Statements of Comprehensive Income For the years ended December 31, 2022 and 2021 (Expressed in thousands of New Taiwan Dollar , except earnings per share)
| 4100 Operating revenue (note 6 (t) and 7) 5000 Operating costs (note 6 (e)、(i)、(p) and (7)) Gross profit from operations 6000 Operating expenses(note 6 (i)、(p)、(u) and 7): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses Net operating (loss) income 7000 Non-operating income and expenses: 7100 Interest income (note 6 (v)) 7010 Other income (note 6 (v)) 7020 Other gains and losses, net (note 6 (g) and (v)) 7050 Finance costs (note 6 (n) and (v)) 7070 Share of loss of subsidiaries and associates for using equity method, net (note 6 (f)) 7900 Profit (loss) before income tax 7950 Income tax (benefit) expense (note 6 (q)) 8200 (Loss) profit 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss: 8311 Gains on remeasurements of defined benefit obligation (note 6 (p)) 8316 Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income (note 6 (r)) 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation (note 6 (r)) 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss (note 6 (q)) 8300 Other comprehensive income (after tax) 8500 Comprehensive income Earnings (loss) per share(NT dollars)(note 6 (s)) 9750 Basic earnings (loss) per share 9850 Diluted earnings (loss) per share |
2022 | % 100 98 |
2021 | % 100 87 |
|---|---|---|---|---|
| Amount $ 4,439,027 4,351,617 |
Amount 18,311,982 15,833,894 |
|||
87,410 |
2 | 2,478,088 |
13 | |
225,482 130,316 131,193 |
5 3 3 |
518,063 260,840 201,551 |
3 1 1 |
|
486,991 |
11 | 980,454 |
5 | |
(399,581) |
(9) | 1,497,634 |
8 | |
5,336 15,888 2,698 (15,963) (9,521) |
- - - - - |
984 37,314 (131,024) (4,723) (89,978) |
- - (1) - - |
|
(1,562) |
- | (187,427) |
(1) | |
(401,143) (102,222) |
(9) (2) |
1,310,207 257,315 |
7 1 |
|
(298,921) |
(7) |
1,052,892 |
6 | |
82,650 - |
2 - |
61,559 17,184 |
- - |
|
| 82,650 | 2 | 78,743 |
- | |
24,074 (4,815) |
- - |
(7,947) 1,588 |
- - |
|
19,259 |
- | (6,359) |
- | |
101,909 |
2 | 72,384 |
- | |
$ (197,012) |
(5) | 1,125,276 |
6 | |
$ |
(1.65) |
5.80 | ||
| $ | (1.65) |
5.76 |
22
10. Statement of changes in equity
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. Statements of Changes in Equity For the years ended December 31, 2022 and 2021 (Expressed in thousands of New Taiwan Dollar)
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23
11. Statement of cash flow
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. Statements of Cash Flows For the years ended December 31, 2022 and 2021 (Expressed in thousands of New Taiwan Dollar)
| Cash flows from operating activities: (Loss) profit before tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Interest expense Interest income Dividend income Share of loss of subsidiaries and associates for using equity method Loss on disposal of property, plant and equipment Impairment loss of property, plant and equipment Gain on lease modification Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Decrease in financial assets at fair value through profit or loss Increase in notes receivable Increase in notes receivable due from related parties Decrease in accounts receivable Decrease (Increase) in accounts receivable due from related parties (Increase) Decrease in other receivable Increase in other receivable due from related parties Decrease (Increase) in inventories Decrease (Increase) in other current assets Decrease (Increase) in other operating assets Total changes in operating assets Changes in operating liabilities: (Decrease) increase in contract liabilities (Decrease) increase in notes payable Increase in notes payable to related parties (Decrease) increase in accounts payable Increase (decrease) in accounts payable to related parties (Decrease) increase in other payable Increase in other payable to related parties (Decrease) increase in other current liabilities Decrease in net defined benefit assets Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash (outflow) inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows (uesd in) from operating activities Cash flows used in investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Changes in ownership of Subsidiaries Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in restricted assets Decrease (increase) in refundable deposits Acquisition of intangible assets Increase in prepayments for business facilities Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase from long-term borrowings Repayments of long-term borrowings Cash dividends paid Payment of lease liabilities Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2022 $ (401,143) |
2021 1,310,207 |
|---|---|---|
| 279,041 15,101 15,963 (5,336) - 9,521 3,538 15,971 (39) |
196,996 11,928 4,723 (984) (13) 89,978 4,526 52,723 - |
|
| 333,760 | 359,877 | |
| - (11) (4,179) 984,347 5,027 (54) (843) 1,274,586 124,309 1,978 |
18,374 (40) (21,209) 658,698 (4,080) 39 (3,562) (890,995) (27,400) (3,319) |
|
| 2,385,160 | (273,494) | |
| (10,841) (887,126) 25,960 (2,852,830) 50,239 (111,715) 6,493 (139,069) (32,690) |
509,242 569,551 2,956 549,114 (283,554) 234,216 16,001 18,986 (12,061) |
|
| (3,951,579) | 1,604,451 | |
| (1,566,419) | 1,330,957 | |
| (1,232,659) | 1,690,834 | |
| (1,633,802) 5,336 480 (15,208) (192,477) |
3,001,041 984 813 (5,265) (194,571) |
|
| (1,835,671) | 2,803,002 | |
| - - (83,949) 2,573 - 5,886 (20,470) (422,255) |
53,360 (2,635) (443,216) 1,632 8,000 (3,725) (12,481) (498,171) |
|
| (518,215) | (897,236) | |
| 2,900,000 (2,900,000) 500,000 (170,833) (544,420) (30,257) |
1,900,000 (1,480,000) 851,600 (500,000) (653,305) (29,043) |
|
| (245,510) | 89,252 | |
| (2,599,396) 4,492,307 |
1,995,018 2,497,289 |
|
| 1,892,911 | 4,492,307 |
24
Attachment 2
II. Audit Report of the Audit Committee
Audit Report of the Audit Committee
We, the Audit Committee of the Company, hereby acknowledge that the
Board of Directors has worked out and submitted hereto the business report,
financial statements, and earnings distribution proposal of the Company for 2022 and that among them, the financial statements have been duly audited by KPMG with an audit report issued. The above business report, financial reports and earnings distribution proposal have been audited by the Audit Committee and no discrepancy has been found. We, therefore, prepare this report for your reference in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
Rexon 2023 Annual Shareholders’ Meeting
Rexon Industrial Corp., Ltd.
Audit Committee Convener: Hung Chao-Nan
February 23, 2023
25
Attachment 3
III. Earnings Distribution Table
Rexon Industrial Corp., Ltd. Earnings Distribution Table 2022
| Rexon Industrial Corp., Ltd. Earnings Distribution Table 2022 |
|
|---|---|
| Unit: NTD thousand |
|
| Undistributed earnings at beginning of period | 1,389,424,627 |
| Plus: Remeasurement of defined benefit plan | 82,649,517 |
| Plus: Special reserve as reserved deduction of equity | 19,259,182 |
| Plus: Net profit (loss) in current year | (298,920,877) |
| Minus: Appropriation of legal reserve | 0 |
| Distributable earnings | 1,192,412,449 |
| Distribution: | |
| Minus: Undistributable shareholder dividends | |
| Undistributed earnings at end of period | 1,192,412,449 |
President:Wang Kuan-Hsiang General Manager:Lo Cheng-Chou Accounting Manager:He Hsiu-Yuan
26
IV. Information on director candidates
Attachment 4
| Type | Name | Education Background | Experience | Current Post | Shareholding |
|---|---|---|---|---|---|
| Director | Wang Kuan-Hsiang | Master, Department of Mechanical Engineering, National Chung Hsing University |
Rexon Industrial Corp., Ltd. / General Manager | Rexon Industrial Corp., Ltd. / President Power Tool Specialists Inc.(PTS) / President Gold Tech Group Ltd. / Director Tongxiang Rexon Industrial Co., Ltd. / Director TAISIC Materials Corp. / Independent Director |
3,750,178 |
| Director | Kun Forever Co., Ltd. Representative: Wang Kuan-Chuan |
Department of Public Finance, Feng Chia University Master of Money banking and Finance,Middlesex University |
Rexon Industrial Corp., Ltd. / Sales Department, Account Manager KPMG Taiwan / Assistant Officer |
Rexon Industrial Corp., Ltd. / Special Assistant Power Tool Specialists Inc. / Director |
20,196,000 |
| Director | Huang Ching-Hsiang | Department of Mechanical Engineering, Shu De Institute of Technology |
Rexon Industrial Corp., Ltd. / Vice President | Rexon Industrial Corp., Ltd. / Vice President Gold Tech Group Ltd. / Director Fine Clear Co., Ltd. / Director |
852,094 |
| Director | Chen Chun-Wei | Master, Department of Electrical Engineering, Tatung University |
Tongxiang Rexon Industrial Co., Ltd. / Electrical Department, Manager |
Rexon Technology Corp., Ltd. / Special Assistant Rexon Technology Corp., Ltd. / Director Gold Tech Group Ltd. / Director Fine Clear Co., Ltd. / Supervisor |
592,350 |
| Director | Kuo Pu-Chao | Master of Business Administration, Durham University, UK |
Rexon Industrial Corp., Ltd. / Director | Rexon Industrial Corp., Ltd. / Director Rexon Technology Corp., Ltd. / Director Hongqiao Investment Co., Ltd. / Director |
10,000 |
| Independent director |
Yang Ching-Chi | BS in Business Administration ,California State University,Fullerton, |
Sunspring Metal Corporation / CEO | Sunspring Metal Corporation / CEO / Chairman Baoxin Metal (Zhaoqing) Industrial Ltd. / Executive Director Sunspring Metal (Zhuhai) Ltd. / Executive Director Heyi Investment Co., Ltd. / Chairman Sunspring Automation Corporation / Chairman Sunspring Holding Corp. / Director Sunspring America Inc. / Director TAISIC Materials Corp. / Independent Director |
0 |
| Independent director |
Lee Cherng | LLD, Tulane University, USA | Tunghai University / Associate Professor, Department of Law Lawyer, Federal and State of New York, USA |
Tunghai University / Legal Counsel / Adjunct EMBA Associate Professor Feng Chia University / Adjunct EMBA Associate Professor NOVA Technology Corp. / Independent Director Topkey Corporation / Independent Director State Compensation Commission of Taichung City Government / Member Consumer Protection Commission of TaichungCityGovernment / Member |
0 |
| Independent director |
Wu Chwan-Chyuan | Graduate Institute of Accounting, Universityof Oklahoma, USA |
KPMG Taiwan / Head in Central Region | Taiwan Steel Union Co., Ltd./ Independent Director | 0 |
| Independent director |
Chen Li-Tsung | Ph.D. of organizational behavior, The Hong Kong Polytechnic University Department of Economics, National Taiwan University |
Diamond Group / CEO | Diamond Group / CEO Intumit Inc. Co-founder / Director Taishin Dreamers / Executive Director Dreamers Academy / Chairman National Taiwan University/ Adjunct Assistant Professor, College of Management |
0 |
27
Attachment 5
V. Comparison table for the amendments of the “Articles of Incorporation”
| AmendedProvision | Current Provision | Description |
|---|---|---|
| Article 9-1: The shareholders’ meeting of the Company may be convened in the form of visual communication network or in other ways promulgated by the central competent authority. |
1. This Article is newly added. 2. In line with the amendment of Article 172-2 of the Company Act, it is explicitly stated that shareholders’ meetings of the Company may be held by means of visual communication network or other methods promulgated by the competent authority. |
|
| Article 29: (Omitted) The 35th amendment was on May30,2023. |
Article 29: (Omitted) | An amendment date is added. |
28
Appendix 1
Three. Appendix
I. Articles of Incorporation (Before amendment)
Rexon Industrial Corp., Ltd. Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company is founded in accordance with the requirements of Company Limited by Shares in the Company Act and named “力山工業股份有限公司” in Chinese and “REXON INDUSTRIAL CORPORATION LTD.” in English. .
Article 2: The Company is engaged in the following businesses:
-
C305010 Printing, Dyeing, and Finishing
-
C401030 Tanning and Dressing of Leather; Dressing and Dyeing of Fur
-
C501060 Manufacture of Wooden Containers
-
C501990 Manufacture of other products of wood
-
C801060 Synthetic Rubber Manufacturing
-
C801100 Synthetic Resin and Plastic Manufacturing
-
C802200 Coating, Paint, Dye and Pigment Manufacturing
-
C805010 Manufacture of Plastic Sheets, Pipes and Tubes
-
C805030 Plastic Daily Necessities Manufacturing
-
C805050 Industrial Plastic Products Manufacturing
-
C805060 Plastic Leathers Products Manufacturing
-
C805070 Reinforced Plastic Products Manufacturing
-
C805990 Other Plastic Products Manufacturing
-
C901070 Cutting, Shaping and Finishing of Stone
-
CA01030 Iron and Steel Casting
-
CA01090 Aluminum Casting
-
CA01100 Aluminium Rolling, Drawing and Extruding
-
CA02010 Manufacture of Metal Structure and Architectural Components
-
CA02030 Screw, Nut and Rivet Manufacturing
-
CA02040 Spring Manufacturing
-
CA02060 Metal Containers Manufacturing
-
CA02090 Metal Wire Products Manufacturing
-
CA02990 Other Metal Products Manufacturing
-
CB01010 Mechanical Equipment Manufacturing
-
CB01990 Other Machinery Manufacturing
-
CB01030 Pollution Controlling Equipment Manufacturing
-
CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
-
CC01110 Computer and Peripheral Equipment Manufacturing
-
CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
-
CC01040 Lighting Equipment Manufacturing
-
CD01030 Motor Vehicles and Parts Manufacturing
-
CD01040 Motorcycles and Parts Manufacturing
-
CD01050 Bicycles and Parts Manufacturing
-
CE01010 General Instrument Manufacturing
-
CE01030 Optical Instruments Manufacturing
29
-
CH01010 Sporting Goods Manufacturing
-
CI01020 Rug and Felt Manufacturing
-
CK01010 Footwear Manufacturing
-
CN01010 Furniture and decoration manufacturing
-
CP01010 Hand tool manufacturing
-
CQ01010 Mold and Die Manufacturing
-
CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified
-
F106020 Wholesale of Daily Commodities
-
F113100 Wholesale of Pollution Controlling Equipments
-
F113060 Wholesale of Measuring Instruments
-
F401010 International Trade
-
H701040 Specific Area Development
-
H701060 New Towns, New Community Development
-
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: Where the Board of Directors consents, the Company may invest in other companies to the amount more than 40% of the paid-in capital.
Article 3: The Company sets up the head office in Taichung City and, if necessary, may establish branches domestically and overseas upon resolution of the Board of Directors.
Article 4: The public announcements of the Company are made in accordance with Article 28 of the Company Act.
Chapter 2 Shares
Article 5: The Company has authorized capital of NT$3.8 billion in 380 million shares. Each share has a par value of NT$10. The Board of Directors is authorized to issue the shares over multiple offerings as deemed necessary to support business activities.
Article 6: The shares of the Company shall be registered and affixed with the signatures or personal seals of the director representing the Company, The shares of the Company may only be issued after being certified by the competent authority or a registration institution approved by the competent authority for the issuance thereof. The Company may be exempted from printing any share certificate for the shares issued, but shall register such issued shares with a centralized securities depositary enterprise.
Article 7: The assignment, transfer, loss, damage, split, or exchange of the Company’s shares or creation of pledge thereof shall be dealt with in accordance with the Company Act as well as related laws and regulations.
Article 8: The transfer of shares shall cease within 60 days prior to the convening date of an annual shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the record date fixed by the Company for distribution of dividends, bonus or other benefits.
Chapter 3 Shareholders’ Meeting
Article 9: There are annual and special shareholders’ meetings. The annual shareholders’ meeting is held by the Board of Directors within six months after the end of a fiscal year, while the special shareholders’ meeting is held in accordance with applicable laws whenever necessary. Article 9-1: The shareholders’ meeting of the Company may be convened in the form of visual communication network or in other ways promulgated by the central competent authority. Article 10: The date and place of and the reason for the convention shall be communicated to the shareholders thirty days prior to the convention of the annual shareholders’ meeting and fifteen days prior to the convention of the special shareholders’ meeting.
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With the consent of the addressee, the meeting notice of the shareholders’ meeting may be delivered in electronic form.
Article 11: Any shareholder who is unable to attend the shareholders’ meeting in person for whatever reasons may appoint a proxy to attend the meeting by executing a power of attorney in accordance with Article 177 of the Company Act.
When a shareholder is unable to attend the shareholders’ meeting in person for whatever reasons, the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” shall apply.
Article 12: If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, one of the directors shall be appointed by the Chairman to act as the chair. Where the Chairman does not make a designation, the remaining directors shall elect one among themselves to perform the Chairman’s duties on his/her behalf.
If a shareholders’ meeting is convened by a party with the convening power other than the Board of Directors, the chair shall be determined in accordance with Article 182-1 of the Company Act. Article 13: Except as otherwise specified in laws and regulations, a shareholder of the Company shall be entitled to one vote for each share held.
Article 14: Resolutions at a shareholders’ meeting shall, unless otherwise provided for in the Company Act or other laws and regulations, be adopted by a majority vote of the shareholders present at the meeting who represent more than one-half of the total number of the issued shares. As specified by the competent authority, the shareholders may exercise their voting rights by electronic means. A shareholder who exercises his/her voting right by electronic means shall be deemed to have attended the shareholders’ meeting in person. The relevant matters shall be handled according to the laws and regulations.
Article 15: Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting, and a copy shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The distribution of the meeting minutes shall be subject to the Company Act. The meeting minutes shall be retained in the Company together with the attendance book for the shareholders present at the meeting and the power of attorney of the proxy.
Chapter 4 Director and Audit Committee
Article 16: The Company assigns 5 to 9 directors that serve a term of three years. All the directors shall be elected from persons of adequate capacity during shareholders’ meetings, and may be re-elected for consecutive terms. The number of directors shall include no fewer than three independent directors that represent no less than one-fifth of the Board members. The election of the directors is held under the candidates nomination system specified in the Company Act. The matters related to the implementation of the system is subject to the Company Act, Securities and Exchange Act and related laws and regulations. After election, the Company may take out liability insurance for the directors upon resolution of the Board of Directors. The Company may pay remuneration to directors for their implementation of the Company’s duties regardless of the operating profit and loss. The Board of Directors is authorized to determine the remuneration for the directors based on their individual involvement in and contribution to the Company’s operations without exceeding the highest grade of the pay scale specified in the remuneration standard. If there are earnings, the Company may distribute it to remuneration pursuant to Article 25 of the Article of Incorporation.
Article 17: The Board consists of directors. A Chairman shall be elected among Board members at a Board meeting with more than two-thirds of directors present, and with the consent of more than half of all the directors present at the meeting. The Board of Directors deal with all the matters of the Company pursuant to laws, regulations, Articles of Incorporation and the
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resolutions or the Shareholders’ meeting and Board meeting.
Article 18: The Board meeting shall be called by the Chairman. Except as otherwise specified by the Company Act or the Articles of Incorporation, the resolutions of the Board of Directors shall be adopted by a majority of the present directors at a meeting attended by more than half of all the directors. Any director who is unable to be present at the meeting in person for whatever reasons may appoint another director to attend the meeting on his/her behalf by issuing a proxy. The use of the proxy is subject to related laws and regulations.
For convention of a Board meeting, a notice shall be delivered to each director seven days prior to the commencement of the meeting. However, a Board meeting may be convened at any time in case of emergency.
The aforementioned notice for a Board meeting shall contain the reasons for the convention and may be effected in writing or by fax or e-mail.
Article 19: The duties and powers of the Board of Directors are as follows:
-
(1) Planning of business plans.
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(2) Determination of earnings distribution
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(3) Resolution of increase/decrease of capital.
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(4) Review and approval of important regulations, rules and contracts.
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(5) Appointment and dismissal of top managerial officers of the Company.
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(6) Employment of advisors for the Company.
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(7) Establishment and dissolution of branches.
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(8) Review and approval of budges and final accounts.
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(9) Review and approval of trading of properties and investment in other businesses.
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(10) Decision on other significant matters.
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Article 20: The Company’s Board of Directors may set up other functional committees in accordance with laws.
Article 21: Discussions at a Board meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the directors present at the meeting, and a copy shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes shall be retained in the Company together with the attendance book for the shareholders present at the meeting and the power of attorney of the proxy.
Article 22: The Company has the Audit Committee set up in accordance with Article 14-4 of the Securities and Exchange Act. The Committee is comprised of all the independent directors and one of them acts as the convener. At least one of the Committee members shall be specialized in accounting or finance. The Audit Committee and its members exercise the power of supervision pursuant to the Company Act, Securities and Exchange Act and other laws and regulations. Article 23: The Company may appoint manager officers. Their appointment, dismissal and remuneration shall be handled in accordance with the requirements of Article 29 of the Company Act.
Chapter 5 Accounting
Article 24: Upon close of each fiscal year, the Board of Directors shall prepare following documents and submit them to the annual shareholders’ meeting for ratification pursuant to statutory procedures:
(1) Business report.
-
(2) Financial statements.
-
(3) Earnings distribution or loss make-up proposal.
Article 25: If there is a profit in a fiscal year, the Company shall allocate at least 5% of the profit as the remuneration to the employees and no higher than 5% as the remuneration to the directors. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside first. The employees to which remuneration is paid in shares (treasury or new shares) or
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cash may include those of the controlled or affiliated companies who meet certain criteria. If there are earnings for a year, the Company shall first pay taxes and make up previous losses, followed by setting aside 10% of the earnings as legal reserve; however, no further provision is needed when legal reserve has accumulated to the same amount as the Company’s paid-in capital. A portion of the earnings shall be set aside as special reserve if this is required by the operations of the Company or laws and regulations. The remaining earnings, if any, shall be combined with the undistributed earnings at the beginning of the period, and the Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval.
Where all or part of the distributable dividends and bonuses are distributed in cash, the Board of Directors is authorized to adopt the distribution with more than two-thirds of the directors present at the meeting and with the consent of more than half of all attending directors, and report the distribution to the shareholders’ meeting.
Article 25-1: The Company’s dividend policy is adopted in consideration of the current and future development plans, investment environment, funding requirements and domestic and international competition status as well as the interests of the shareholders. The amount of dividends and bonuses allocated to shareholders shall not be less than 20% of the distributable earnings in a given year. Dividends and bonuses may be paid in shares or cash, and cash dividends shall not fall below 20% of total dividends allocated to shareholders. Article 25-2: If the Company distributes the legal reserve (limited to the portion of the legal reserve which exceeds 25 percent of the paid-in capital may be distributed) and all or part of the capital reserve subject to the Company Act in cash, the Board of Directors is authorized to determine the distribution by a majority of the Directors at a meeting attended by two-thirds or more of the total number of Directors, and then report it to the shareholders’ meeting. Chapter 6 Supplemental Provisions Article 26: The organizational regulations of the Company and their enforcement rules shall be prescribed by the Board of Directors separately. Article 27: The Company may provide guarantees to external parties if required by business. Article 28: Any matters not specified in these Articles of Incorporation shall be governed by the Company Act and other laws and regulations. Article 29: The Articles of Incorporation was established on April 13, 1973. They were submitted to the competent authority and brought into force after being approved thereby and registered. The 1st amendment was on December 26, 1975.
The 2nd amendment was on November 6, 1976. The 3rd amendment was on May 18, 1978. The 4th amendment was on May 20, 1980. The 5th amendment was on January 15, 1982. The 6th amendment was on March 10, 1982. The 7th amendment was on December 10, 1983. The 8th amendment was on January 16, 1984. The 9th amendment was on April 30, 1984. The 10th amendment was on July 5, 1985. The 11th amendment was on September 1, 1987. The 12th amendment was on August 1, 1989. The 13th amendment was on October 4, 1989. The 14th amendment was on May 25, 1990. The 15th amendment was on April 18, 1991. The 16th amendment was on January 10, 1992. The 17th amendment was on March 25, 1992. The 18th amendment was on March 27, 1993.
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- The 19th amendment was on April 19, 1994. The 20th amendment was on June 9, 1995. The 21st amendment was on May 30, 1996. The 22nd amendment was on June 11, 1997. The 23rd amendment was on June 5, 1998. The 24th amendment was on June 9, 1999. The 25th amendment was on June 21, 2000. The 26th amendment was on June 26, 2002. The 27th amendment was on May 20, 2005. The 28th amendment was on June 14, 2006. The 29th amendment was on June 13, 2007. The 30th amendment was on June 19, 2008. The 31st amendment was on June 29, 2010. The 32nd amendment was on June 19, 2012. The 33rd amendment was on May 31, 2016. The 34th amendment was on June 18, 2020.
Rexon Industrial Corp., Ltd. Chairman: Wang Kuan-Hsiang
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Appendix 2
II. Rules of Procedure for Shareholders’ Meeting
Rexon Industrial Corp., Ltd.
Rules of Procedure for Shareholders’ Meeting
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I. Except as otherwise provided by law, the Company’s shareholders’ meetings are held in accordance with these Rules.
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II. The Company shall furnish the attending shareholders with an attendance book to sign, or the attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares represented by the shareholders present at the meeting shall be calculated based on the attendance book or the submitted sign-in cards.
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III. The attendance and voting at a shareholders’ meeting shall be calculated based on the number of shares.
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IV. The venue for a shareholders’ meeting shall be the premises of the Company, or a place that is easily accessible to shareholders and is suitable for a shareholders’ meeting. The meeting shall begin no earlier than 9 a.m. and no later than 3 p.m.
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V. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the chairperson of the Board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson. If there is no vice chairperson or the vice chairperson is also on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as the chair, or, if there are no managing directors, one of the directors shall be appointed to act as the chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. If a shareholders’ meeting is convened by a party with the power to convene but other than the Board of Directors, the convening party shall chair the meeting.
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VI. The Company may appoint its attorneys, certified public accountants, or other related persons retained by it to attend a shareholders’ meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.
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VII. The Company shall record with an audio or video tape the whole proceedings of the shareholders’ meeting, and said video or audio tape shall be kept for at least one year.
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VIII. 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 the issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. If the attending shareholders represent a majority of the total number of issued shares before the end of the meeting, the chair may resubmit the tentative resolution for a vote at the shareholders’ meeting pursuant to Article 174 of the Company Act.
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IX. If a shareholders’ meeting is convened by the Chairman of the Board of Directors, the meeting agenda shall be set by the Board of Directors and the meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene but other than the Board of Directors. The chair may not declare the meeting adjourned before the completion of deliberation on the meeting agenda (including extraordinary motions) as set forth in the preceding two paragraphs, except by a resolution of the shareholders’ meeting. After the meeting is adjourned, no shareholders shall elect a chair and continue the meeting at the same or a different place. However, in case the chair declares the meeting adjourned in violation of the Rules of Procedure, the shareholders present at the meeting may elect a chair with a majority of the voting rights and proceed with the
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meeting continuously.
-
X. Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her/their shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. 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, the other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder who has the floor. Any unrestrained action shall be discouraged by the chair.
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XI. 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. If a shareholder speaks in contravention of the requirements in the previous sentence or beyond the scope of the subject, the chair may terminate his/her speech.
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XII. When a juristic person is appointed to attend the shareholders’ meeting as a proxy, it may designate only one person to represent it in the meeting. 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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XIII. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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XIV. 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 and call for a vote.
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XV. 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 reported on the spot and recorded in the meeting minutes.
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XVI. When a meeting is in progress, the chair may announce a break in consideration of the schedule.
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XVII. Except as otherwise provided in the Company Act and in the Articles of Incorporation, the approval of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. The chair may ask for objections during the voting. A proposal shall be deemed adopted if there are no objections and the adoption shall have the same effect as voting.
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XVIII.When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal along 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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XIX. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When the proctors (or the security personnel) help maintain order at the meeting place, they shall wear armbands bearing the word “Proctor.”
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XX. 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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III. Director Election Procedure
Rexon Industrial Corp., Ltd.
Director Election Procedure
Establishment date: June 18, 2020
-
Article 1 To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
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Article 2 Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
-
Article 3 The overall composition of the Board of Directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
-
Basic requirements and values: Gender, age, nationality, and culture.
-
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Each Board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the Board as a whole are as follows:
-
The ability to make judgments about operations.
-
Accounting and financial analysis ability.
-
Business management ability.
-
Crisis management ability.
-
Knowledge of the industry.
-
An international market perspective.
-
Leadership ability.
-
Decision-making ability.
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
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Article 4 The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Article 5 The Board of Directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 6 The number of directors will be as specified in this Company's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
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Article 7 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.
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Article 8 Where the candidate has shareholder status, the voter shall indicate the account name and shareholder account number of the candidate in the candidate field on the ballot; in case the candidate does not have shareholder status, the name and identity certificate number of the candidate shall be indicated. However, in case the candidate is a government or corporate shareholder, the candidate field on the ballot shall be filled out with the name of the government or corporation, or such name together with the name of the representative. Where there are more than one representative, the names of the respective representatives shall be provided.
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Article 9 A ballot is invalid under any of the following circumstances:
-
The ballot was not prepared by the Board of Directors. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered.
-
In case the candidate whose name is indicated on the ballot has shareholder status, his/her account name or shareholder account number does not conform to the shareholder roster; in case the candidate whose name is indicated on the ballot
38
does not have shareholder status, his/her name or identity certificate number is found nonconforming during the check.
-
Other texts are added in addition to the account name (name) or shareholder account number (identity certificate number) of the candidate and the distributed voting rights.
-
The name of the candidate provided is the same as the name of another shareholder and no shareholder account number of identity certificate number is provided for identification.
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Article 10 The ballots shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the voting rights with which they were elected, shall be announced by the chair on the site.
- The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
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Article 11 The board of directors of this Corporation shall issue notifications to the persons elected as directors.
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Article 12 The Procedure, and any amendments hereto, shall be implemented after approval by the shareholders’ meeting.
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IV. Shareholding of Directors
Rexon Industrial Corp., Ltd.
Appendix 4
Shareholding of Directors
| Base date: April 1, 2023 | Base date: April 1, 2023 | Base date: April 1, 2023 | Base date: April 1, 2023 | Base date: April 1, 2023 | Base date: April 1, 2023 | Base date: April 1, 2023 | |||
|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Dated Elected |
Shareholding up election | Current Shareholding | Remarks | ||||
| Type | Number of shares |
% In shares issued **then ** |
Type | Number of shares |
% In shares issued **then ** |
||||
| President | Wang Kuan- Hsiang |
2020.06.18 | Ordinary share |
2,228,700 |
1.23% |
Ordinary share |
3,750,178 |
2.07% | |
| Director | Kun Forever Co., Ltd./Rep.: Wang Chen, Li-Mei |
2021.08.26 | Ordinary share |
18,735,302 |
10.32% |
Ordinary share |
20,196,000 |
11.13% | |
| Director | Lin Shyi- Ying |
2020.06.18 | Ordinary share |
1,289,824 |
0.71% |
Ordinary share |
892,824 |
0.49% | |
| Director | Huang Ching-Hsiang |
2020.06.18 | Ordinary share |
58,094 |
0.03% |
Ordinary share |
852,094 |
0.47% |
|
| Director | Kuo Pu-Chao | 2020.06.18 | Ordinary share |
0 |
0.00% |
Ordinary share |
10,000 |
0.01% | |
| Independent director |
Hung Chao- Nan |
2020.06.18 | Ordinary share |
0 |
0.00% |
Ordinary share |
0 |
0.00% |
|
| Independent director |
Liu Pei-Yao |
2020.06.18 | Ordinary share |
0 |
0.00% |
Ordinary share |
0 |
0.00% |
|
| Independent director |
Lee Cherng |
2020.06.18 | Ordinary share |
0 |
0.00% |
Ordinary share |
0 |
0.00% |
|
| Independent director |
Wu Chwan- Chyuan |
2020.06.18 | Ordinary share |
0 |
0.00% |
Ordinary share |
0 |
0.00% |
|
| Total | 22,311,920 | 25,701,096 |
Total number of shares issued as of June 18, 2020: 181,473,500 shares
Total number of shares issued as of August 26, 2021: 181,473,500 shares
Total number of shares issued as of April 1, 2021: 181,473,500 shares
Note:
All the directors of the Company shall hold 10,888,410 shares as required by law. They held 25,701,096 shares up to April 01, 2023.
The Company has set up the Audit Committee and, thus, the shareholding of the supervisors required by law is not applicable.
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