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REXON — AGM Information 2025
May 23, 2025
51841_rns_2025-05-23_85161a0b-dbf9-4b18-9c5b-70e6cf2de66e.pdf
AGM Information
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Stock Code: 1515
Rexon Industrial Corp., Ltd. Meeting Minutes for the 2025 Annual Meeting of
Shareholders
Integrity‧Stability‧Growth
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Date: May 22, 2025 (Thu), at 9 am
Place: No. 261, Renhua Rd., Dali Dist., Taichung City (meeting room of the Company)
Type of Meeting: Physical shareholders’ meeting
Rexon Industrial Corp., Ltd. Meeting Minutes for the 2025 Annual Meeting of Shareholders
Time: May 22, 2025 (Thu), at 9am
Place: No. 261, Renhua Rd., Dali Dist., Taichung City (meeting room of the Company) Total outstanding Rexon shares: 181,473,500 shares
Total shares represented by shareholders present in person or by proxy: 93,989,771 shares Percentage of shares held by shareholders present in person or by proxy: 51.79%
Present: Chairman / Wang Kuan-Hsiang, Director/ Kun Forever Co., Ltd. Representative: Wang KuanChuan (Sustainable Development Committee convener), Director/ Huang Ching-Hsiang, Director/ Kuo Pu-Chao, Director/ Yang Ching-Chi, Independent director/ Wu Chwan-Chyuan, (Audit Committee convener), Independent director/ Lee Cherng, (Compensation Committee convener), Independent director/ Chen Li-Tsung, / KPMG CPA/ Lawyer Chu
Chairman: Wang Kuan-Hsiang Secretary: He Hsiu-Yuan
I. Call to Order: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
II. Chairperson Remarks (omitted)
III. Management Presentation
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(I). 2024 Business report. (see Attachment)
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(II). Audit Committee’s review report on the 2024 financial statements. (see Attachment) (III). Report on distribution of the remuneration to employees and directors in 2024: For the distribution of the remuneration to employees and directors in 2024, the Board of Directors adopted a resolution to distribute 2024 employee compensation of
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NT$45,297,153 and Directors' remuneration of NT$6,400,000 in cash. For the
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Company's directors' remuneration receipt, the policy, standards and composition of remuneration for directors and independent directors, the procedures for setting remuneration and its relevance to operating performance and future risks.
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(IV). Distribution of cash dividends from profits in 2024: The total dividends distributed to shareholders in 2024 were NT$181,473,500, all of which were cash dividends, with a distribution of NT$1 per share.
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(V). Report on the Establishment of the “Rules Governing Financial and Business Matters Between the Corporation and Its Related Parties.”
IV. Matters to be Ratified
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(I). Ratification of 2024 financial statements. (Proposed by the Board of Directors) Explanatory Notes:
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(1) The 2024 final accounting reports have been adopted by the Board of Directors and audited by the Audit Committee. They are herewith submitted for ratification.
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(2) For the final accounting reports, please refer to Attachment.
Voting Results: Shares represented at the time of voting: 93,989,771 votes
| Voting Results* | Voting Results* | % of the total represented share present |
|---|---|---|
| Votes in favor | 92,478,983 votes | 98.39% |
| Votes against | 33,125 votes | 0.03% |
| Votes invalid | 0 votes | 0.00% |
| Votes abstained | 1,477,663 votes | 1.57% |
RESOLVED, that the above proposal was hereby approved as proposed.
- (II). Ratification of earnings distribution for 2024(Proposed by the Board of Directors) Explanatory Notes:
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(1) 2024 earnings distribution was planned from 2024 net profit after tax, deducting the appropriation of legal reserve as required by regulations, and distributing dividends to shareholders.
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(2) For the 2024 earnings distribution Table of the Company, please refer to Attachment.
Voting Results: Shares represented at the time of voting: 93,989,771 votes
| Voting Results* | Voting Results* | % of the total represented share present |
|---|---|---|
| Votes in favor: | 92,526,357 votes | 98.44% |
| Votes against: | 60,749 votes | 0.06% |
| Votes invalid: | 0 votes | 0.00% |
| Votes abstained: | 1,402,665 votes | 1.49% |
RESOLVED, that the above proposal was hereby approved as proposed.
V. Discussions
(I). Amendment of the “Articles of Incorporation” of the Company. (Proposed by the Board of Directors)
Explanatory Notes:
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(1) In response to relevant legal amendments and actual operational needs, the Company plans to amend some provisions of the “Articles of Incorporation”.
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(2) For the comparison table for the amendments, please refer to Attachment. Voting Results: Shares represented at the time of voting: 93,989,771 votes
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votesin favor: | 92,541,706 votes | 98.46% |
| Votes against: | 39,493 votes | 0.04% |
| Votes invalid: | 0 votes | 0.00% |
| Votes abstained: | 1,408,572 votes | 1.50% |
RESOLVED, that the above proposal was hereby approved as proposed.
VI. Extraordinary Motions: None
There were no comments or questions from shareholders at this shareholders’ meeting.
VII. Adjournment: May 22, 2025 (Thu), at 9:18am.
The meeting minutes of shareholders only records main point of the meeting, and state main point of Shareholders’ statements, the meeting content, procedures and shareholder statements shall still be subjected to the audio and video records of the meeting
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Attachment 1
I. 2024 Business and Financial Reports of the Company
(I). Business Report
The war, geopolitics, U.S. economic recession, Rate cuts and the U.S. election and other factors in 2024 resulted in weak demand, high stock quantity and decreased demand. Despite the challenging 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.
1. Business results in 2024
- (1). Implementation status of the business plan
The consolidated operating revenue in 2024 was NT$6,099,286 thousand with a decrease of NT$609,175 thousand (9.08%) in comparison with the amount of NT$6,708,461 thousand in 2023. The consolidated net profit after tax in 2024 was NT$319,012 thousand with earnings per share of about NT$1.76.
(2). Implementation status of budgets
Since we did not make 2024 publication of financial forecasts, no budget implementation status needs to be disclosed.
(3). Analysis of financial expenditure and profitability
| Item | 2023 | 2024 |
|
|---|---|---|---|
| Financial structure(%) | Debt to assets ratio % | 58.51 | 46.18 |
| Solvency (%) | Current ratio % | 99.98 | 109.15 |
| Quick ratio % | 85.08 | 93.29 |
|
| Profitability (%) | Return on assets(%) | 3.97 | 4.06 |
| Return on equity (%) | 8.48 | 8.18 |
|
| Earnings per share (NTD) (current period) |
1.70 |
1.76 |
(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
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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 2025 business plan
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(1). Operating guidelines and important policies
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(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.
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(C). Uphold the philosophy of getting to the bottom of matters and continual improvement to achieve lean manufacturing and management.
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(2). Business expectations and critical production/marketing policies
The global economy and market supply and demand will remain uncertain in 2025. 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” 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
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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
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(II). Financial Reports
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Please refer to pages 7-24 of the Handbook.
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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 sheet as of December 31, 2024 and 2023, 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 material 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, 2024 and 2023, 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 Financial Statement Audit and Attestation Engagements of 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 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 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.
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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 (d).
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, 2024 and 2023, 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.
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Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
Auditors ’ 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:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We 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.
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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 Chen, Cheng Hsueh and Chang, Tzu Hsin.
KPMG
Taipei, Taiwan (Republic of China) February 26, 2025
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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, 2024 and 2023 (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, 2024 and 2023 (Expressed in thousands of New Taiwan Dollar, except earnings per share)
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- Consolidated statement of chan ~~ges 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, 2024 and 2023 (Expressed in thousands of New Taiwan Dollar)
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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, 2024 and 2023 (Expressed in thousands of New Taiwan Dollar)
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- 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, 2024 and 2023, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, 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 Financial Statements Audit and Attestation Engagements of 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 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 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(p) and Note 6(t) of the financial statements for accounting policies on revenue recognition and revenue recognition, respectively.
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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 financial statements Note 4 (g), the assessment of accounting estimate and assumption uncertainty, refer to financial statements Note 5 (a); the explanation of inventory assessment refers to financial statements Note 6 (d).
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 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 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.
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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 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 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:
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Identify and assess the risks of material misstatement of the 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.
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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 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.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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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.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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 Chen, Cheng Hsueh and Chang, Tzu Hsin.
KPMG
Taipei, Taiwan (Republic of China) February 26, 2025
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8. Balance Sheet
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD.
Balance Sheets
December 31, 2024 and 2023
(Expressed in thousands of New Taiwan Dollar)
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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, 2024 and 2023 (Expressed in thousands of New Taiwan Dollar, except earnings per share)
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- 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, 2024 and 2023 (Expressed in thousands of New Taiwan Dollar)
11.
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13. 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, 2024 and 2023 (Expressed in thousands of New Taiwan Dollar)
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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 2024 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 2025 Annual Shareholders’ Meeting
Rexon Industrial Corp., Ltd.
Audit Committee Convener: Wu Chwan-Chyuan
February 26, 2025
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III. The Company's directors' remuneration and related policies
Attachment 3
(I).The Company's directors’ remuneration receipts
Unit: UTD thousand, December 31, 2024
| Title | Name | Remuneration to directors Remuneration (A) Pension (B) Director remuneration (C) Business expenses (D) Rexon All companies Rexon All companies All companies All companies |
Remuneration to directors Remuneration (A) Pension (B) Director remuneration (C) Business expenses (D) Rexon All companies Rexon All companies All companies All companies |
Remuneration to directors Remuneration (A) Pension (B) Director remuneration (C) Business expenses (D) Rexon All companies Rexon All companies All companies All companies |
Remuneration to directors Remuneration (A) Pension (B) Director remuneration (C) Business expenses (D) Rexon All companies Rexon All companies All companies All companies |
Remuneration to directors Remuneration (A) Pension (B) Director remuneration (C) Business expenses (D) Rexon All companies Rexon All companies All companies All companies |
Remuneration to directors Remuneration (A) Pension (B) Director remuneration (C) Business expenses (D) Rexon All companies Rexon All companies All companies All companies |
Remuneration to directors Remuneration (A) Pension (B) Director remuneration (C) Business expenses (D) Rexon All companies Rexon All companies All companies All companies |
Remuneration to directors Remuneration (A) Pension (B) Director remuneration (C) Business expenses (D) Rexon All companies Rexon All companies All companies All companies |
Remuneration received in the capac Salary, bonus and special disbursement(E) Pension (F) All companies All |
Remuneration received in the capac Salary, bonus and special disbursement(E) Pension (F) All companies All |
Remuneration received in the capac Salary, bonus and special disbursement(E) Pension (F) All companies All |
Remuneration received in the capac Salary, bonus and special disbursement(E) Pension (F) All companies All |
ity as concurrent employee Employee remuneration (G) Rexon Industrial Corp., Ltd. All companies included in the financial reports |
ity as concurrent employee Employee remuneration (G) Rexon Industrial Corp., Ltd. All companies included in the financial reports |
ity as concurrent employee Employee remuneration (G) Rexon Industrial Corp., Ltd. All companies included in the financial reports |
ity as concurrent employee Employee remuneration (G) Rexon Industrial Corp., Ltd. All companies included in the financial reports |
Remunerati on received from |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ratio of sum of A, B, C and D to net income after tax All companies |
Ratio of sum of A, B, C, D, E, F and G to net income after tax All companies |
|||||||||||||||||||||
| President | Wang Kuan-Hsiang | Industrial Corp., Ltd. 0 |
included in the financial reports 0 |
Industrial Corp., Ltd. 0 |
included in the financial reports 0 |
Rexon Industrial Corp., Ltd. 3,200 |
included in the financial reports 3,200 |
Rexon Industrial Corp., Ltd. 336 |
included in the financial reports 336 |
Rexon Industrial Corp., Ltd. 3,536 1.11% |
included in the financial reports 3,536 1.11% |
Rexon Industrial Corp., Ltd. 9,499 |
included in the financial reports 9,499 |
Rexon Industrial Corp., Ltd. 125 |
companies included in the financial reports 125 |
Cash amount 3,364 |
Stock amount 0 |
Cash amount 3,364 |
Stock amount 0 |
Rexon Industrial Corp., Ltd. 16,524 5.18% |
included in the financial reports 16,524 5.18% |
investees other than subsidiaries None |
| Director | Kun Forever Co., Ltd. |
0 | 0 | 0 | 0 | 800 | 800 | 0 | 0 | 800 0.25% |
800 0.25% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 800 0.25% |
800 0.25% |
None |
| Representative: WangKuan-Chua |
0 | 0 | 0 | 0 | 0 | 0 | 336 | 336 | 336 0.11% |
336 0.11% |
978 | 978 | 49 | 49 | 356 | 0 | 356 | 0 | 1,719 0.54% |
1,719 0.54% |
None | |
| Director | Huang Chin-Hsiang | 0 | 0 | 0 | 0 | 800 | 800 | 336 | 336 | 1,136 0.36% |
1,136 0.36% |
2,223 | 2,223 | 68 | 68 | 745 | 0 | 745 | 0 | 4,172 1.31% |
4,172 1.31% |
None |
| Director | Chen Chun-Wei | 0 | 0 | 0 | 0 | 800 | 800 | 336 | 336 | 1,136 0.36% |
1,136 0.36% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,136 0.36% |
1,136 0.36% |
None |
| Director | Kuo Pu-Chao | 0 | 0 | 0 | 0 | 800 | 800 | 336 | 336 | 1,136 0.36% |
1,136 0.36% |
1,770 | 1,770 | 72 | 72 | 605 | 0 | 605 | 0 | 3,583 1.12% |
3,583 1.12% |
None |
| Director | Yang Ching-Chi | 0 | 0 | 0 | 0 | 0 | 0 | 630 | 630 | 630 0.20% |
630 0.20% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 630 0.20% |
630 0.20% |
None |
| Independent director |
Lee Cherng | 0 | 0 | 0 | 0 | 0 | 0 | 716 | 716 | 716 0.22% |
716 0.22% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 716 0.22% |
716 0.22% |
None |
| Independent director |
Wu Chwan-Chyuan | 0 | 0 | 0 | 0 | 0 | 0 | 710 | 710 | 710 0.22% |
710 0.22% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 710 0.22% |
710 0.22% |
None |
| Independent director |
Chen Li-Tsung | 0 | 0 | 0 | 0 | 0 | 0 | 716 | 716 | 716 0.22% |
716 0.22% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 716 0.22% |
716 0.22% |
None |
| D | irector | 0 | 0 | 0 | 0 | 6,400 | 6,400 |
4,452 |
4,452 |
10,852 3.40% |
10,852 3.40% |
14,470 | 14,470 |
314 |
314 |
5,070 |
0 |
5,070 | 0 |
30,706 9.63% |
30,706 9.63% |
|
| 1. Please describe the payment policy, system, standard and structure of the remuneration to independent directors, and the association of their responsibility, risk, and investment of time with the amount of the remuneration paid: The Board of Directors is authorized to determine the remuneration to the directors and independent directors of the Company based on individual participation in and contribution to the Company’s operations and with reference to the general level in the industry. 2. Further to the aforementioned disclosure, the remunerations received by the directors of the Company for rendering service to all companies included in the financial reports (e.g. serving as a consultant but not the employee of the Company) in the most recent year: None. |
- Please describe the payment policy, system, standard and structure of the remuneration to independent directors, and the association of their responsibility, risk, and investment of time with the amount of the remuneration paid: The Board of Directors is authorized to determine the remuneration to the directors and independent directors of the Company based on individual participation in and contribution to the Company’s operations and with reference to the general level in the industry. 2. Further to the aforementioned disclosure, the remunerations received by the directors of the Company for rendering service to all companies included in the financial reports (e.g. serving as a consultant but not the employee of the Company) in the most recent year: None.
Note 1: The amount of the pension actually paid in 2023 is zero. The pension is a provision under expenditure. The remunerations to directors (C) and employees (G) are estimates.
(II). The Company's policy, standards and composition of remuneration for directors and independent directors, the process for determining remuneration and its relationship with operating performance and future risks
- Directors: The remuneration of the Company's directors includes travel expenses and directors' and supervisors' remuneration from profit distribution. In terms of travel expenses, we refer to the industry standards and pay according to the directors' attendance at board meetings. The Company may pay remuneration to the directors of the Company for the performance of their duties, regardless of the Company's operating profit or loss. The remuneration is authorized to be determined by the Board of Directors based on the directors' level of participation in the Company's operations and the value of their contributions, and shall not exceed
26
the highest salary level stipulated in the Company's salary regulations. Director remuneration is based on Article 25 of the company's articles of association: If the company makes a profit in a year, no more than 5% will be used as director remuneration, and it will be reviewed and approved by the Remuneration Committee and the Board of Directors. Independent directors do not participate in the distribution of director remuneration.
- Independent directors: The independent directors of the Company receive a fixed monthly remuneration and travel and attendance fees for attending board meetings.
27
Attachment 4
IV. Rules Governing Financial and Business
Matters Between this Corporation and its Related Parties
Rexon Industrial Corp., Ltd. Rules Governing Financial and Business Matters Between this Corporation and its Related Parties
- I. Purpose
To ensure sound financial and business interactions between this Corporation and its related parties and to prevent non arm's-length transactions and improper channeling of interests with respect to the purchase and sale of goods, the acquisition and disposal of assets, the provision of endorsements and guarantees, and loans of funds between this Corporation and its related parties, these Rules are adopted pursuant to Article 17 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. Except as otherwise provided by law and regulation or by the articles of incorporation, financial and business matters between this Corporation and any of its related parties shall be handled in accordance with the provisions of these Rules.
- II. Definition
The term “related party” referred herein shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "affiliated enterprise" as used herein means an enterprise that, in accordance with Article 369-1 of the Company Act, exists independently and has either of the following relationships with this Corporation:
-
(I) A relationship of control or subordination.
-
(II) A relationship of mutual investment. In determining whether a relationship of
control or subordination under the preceding subparagraph exists, the substance of the relationship shall be considered in addition to the legal form.
-
III. Risk control of overall operations among affiliated enterprise
-
(I) This Corporation shall establish an effective internal control system designed for transactions with related parties (including affiliated enterprises) in regard to its overall operational activities, and shall continue to review the system in order to adapt to changes in the internal and external environment and ensure that the system's design and operation remain effective.
- This Corporation shall ensure that any subsidiary develops an effective internal control system, taking into account the laws and regulations of the jurisdiction in which the subsidiary is located and the nature of its operations. For any related party that is not a public company, this Corporation shall still, in consideration of the degree of influence it has on this Corporation's business and finances, require that it develop effective systems for internal control and for managing financial, business, and accounting matters.
-
(II) A managerial officer of this Corporation may not concurrently serve as a managerial officer of any affiliated enterprise of this Corporation, and shall not operate the same type of business as this Corporation, either on the officer's own behalf or with another
28
party, unless otherwise approved by a resolution of the board of directors. The division of powers and responsibilities between this Corporation and its affiliated enterprises with respect to personnel management shall be clearly identified, and personnel transfers between the two shall be avoided. However, where personnel support or transfer is indeed necessary, the scope of work, division of powers and responsibilities, and allocation of costs shall be specified in advance.
-
(III) The management regulation for related enterprises referred to in these regulations also include the supervision and management of subsidiaries, and the responsible unit for management is the Operation Management Department of the General Management Office of the Company.
-
IV. Financial transactions with affiliated enterprise
-
(I) This Corporation shall establish an effective system of communication with each affiliated enterprise with respect to financial matters, and to mitigate credit risks, shall regularly conduct comprehensive risk assessments of their banks, principal clients, and suppliers. With respect to an affiliated enterprise with which it has financial and business interactions, this Corporation shall especially maintain close control over material financial and business items for the purpose of risk management.
-
(II) Any loans or endorsements/guarantees between this Corporation and a related party shall be carefully assessed and carried out in compliance with the provisions of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies and with the procedures prescribed by this Corporation regarding loans to others and provision of endorsements/guarantees.
-
V. Rules on asset transaction and business matters between affiliated enterprise
-
(I) All business dealings, transaction terms and accounting treatments between the Company and its affiliated enterprise shall be handled in accordance with relevant operating procedures and methods.
-
(II) The policies and procedures for the operation plan and budget of affiliated enterprise, major equipment investment and reinvestment, borrowing, loaning funds to others, endorsement and guarantee, securities, derivative financial product operations, important contracts, asset acquisition and disposal (including major property changes) and application of international financial reporting standards, professional judgment, important accounting policies and process management of changes in estimated values shall all be handled in accordance with the relevant regulations or operating procedures of the Company.
-
(III) Any asset transaction, derivative trading, merger, demerger, acquisition, or share transfer between this Corporation and a related party shall be conducted in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies and the procedures for acquisition and disposal of assets prescribed by this Corporation. (10)
-
(IV) For purchases and sales of goods, professional or technical services provided between this Corporation and a Related Party, the transaction amount of which during a whole year is expected to be five percent of this Corporation’s most recent total consolidated assets or net value of consolidated business income in the most recent year, in addition
29
that the Regulations Governing the Acquisition and Disposal of Assets by Public Companies shall apply, or other than the transactions between this Corporation and its parent company or subsidiary or between its subsidiaries, the following information shall be submitted to the board of directors for approval before the transactions may proceed:
-
A. Items, purpose, necessity, and projected benefits of the transactions.
-
B. The reason for choosing the related party as a trading counterparty.
-
C. The calculation principle of the transaction price and the projected limit of annual transaction value.
-
D. Description of whether transaction terms are consistent with regular commercial terms and that these terms will not damage the company interest or shareholder equity.
-
E. Restrictions on transaction and other important terms and conditions.
The following particulars about the transactions with related parties in the preceding
paragraph shall be reported at the next shareholders’ meeting after the end of a year:
-
A. Actual transaction value and terms and conditions.
-
B. Whether the calculation principle of the transaction price approved by the board of directors has been followed.
-
C. Whether the total value is under the limit on annual transaction value approved by the board of directors. If the total amount is above the limit, describe the reason, necessity, and fairness.
-
(V) With respect to any financial or business interaction between this Corporation and any related party that requires a resolution of the board of directors, full consideration shall be given to each independent director's opinion. Specific opinions by independent directors expressing assent or dissent, and the reasons for dissent, shall be included in the minutes of board meetings.
When a director him/herself or the corporation he/she represents is an interested party with respect to a particular agenda item and there is a likelihood that the company's interest may be compromised, that director shall enter into recusal and may neither participate in the discussion of nor vote on that item nor exercise voting rights as proxy for another director. Directors shall maintain self-discipline among themselves and may not enter into relationships of inappropriate mutual support with other directors.
If a director's spouse, blood relatives within the 2nd degree of relationship, or a company controlled by that director is an interested party with respect to an agenda item as mentioned in the preceding paragraph, the director him/herself will be deemed as an interested party with respect to that agenda item.
Upon discovering that, in the course of their duties, the board of directors or a director has committed a violation of law or regulation, the articles of incorporation, or a shareholders meeting resolution, a supervisor shall immediately notify the board of directors or the individual director to cease the misconduct, and shall take appropriate measures to curb expansion of the misconduct. When necessary, a supervisor shall also file a report with the relevant regulatory authority or agency.
VI. Management of affiliated enterprise (including subsidiaries)
- (I) In addition to implementing the adopted internal control system, this Corporation shall
30
pay close attention to the following matters when exercising supervision over the operation and management of its affiliated enterprises:
-
A. This Corporation shall obtain an appropriate number of director and supervisor seats in the affiliated enterprise in accordance with the percentage of the shares it holds.
-
B. A director that this Corporation assigns to an affiliated enterprise shall regularly attend the affiliate's board meetings, and in order to monitor its operation, shall carefully review its corporate objectives and strategy, financial position, business performance, cash flows, and important contracts, as reported by the various members of the affiliate enterprise’s management. The director assigned to the affiliated enterprise shall ascertain the cause of any irregularity found, compile a record, and report the matter to the chairperson or general manager of this Corporation.
-
C. A supervisor assigned to an affiliated enterprise by this Corporation shall supervise the affiliate's business operations, investigate its financial and business conditions, and review its books, records and audit reports, and may also request reports from the affiliate's board of directors or managerial officers. For any irregularity that may be found, the supervisor assigned to the affiliate shall ascertain the cause, compile a record, and report to the chairperson or general manager of this Corporation.
-
D. This Corporation shall assign competent personnel to assume important positions at its affiliated enterprise, such general manager, financial officer, or internal audit officer, in order to assume the duties and responsibilities of management, decisionmaking, and supervision and evaluation.
-
E. This Corporation, in consideration of the type of business, scale of operations, and number of personnel of a subsidiary, shall instruct the subsidiary in the procedures and methods for establishing an internal audit unit and adopting internal control system self-inspection operations.
-
F. In addition to reviewing the audit reports or self-inspection reports submitted by each subsidiary, the internal audit personnel of this Corporation must also carry out audits of the subsidiaries on a scheduled or unscheduled basis. After audit findings and recommendations have been presented, they shall instruct the audited subsidiaries to make any necessary corrections, and shall prepare follow-up reports on a regular basis to ensure that the subsidiaries have taken appropriate corrective measures in a timely manner.
-
G. Subsidiaries of this Corporation shall regularly (e.g., before the 15th day of each month) submit monthly financial statements for the preceding month, including balance sheets, income statements, statements of expenses, statements of cash flow and cash flow forecasts, accounts receivable aging schedules and statements of delinquent accounts receivable, aging inventory analyses, and statements of loans to others and endorsements/guarantees. In the event of irregularities, analysis reports shall also be submitted to allow management and control by this Corporation. Other affiliated enterprises shall also regularly (e.g., before the 15th day of each quarter) submit financial statements for the preceding quarter, including balance sheets and income statements, for analysis and review by this Corporation.
-
H. The above-mentioned regular related reports should be submitted to the parent company's business management department before the 15th of each month, and irregular information should be submitted in accordance with the parent company's requirements.
-
(II) The powers and responsibilities of the Operation and Management Department of the General Administration Office are as follows:
31
-
A. Regularly evaluate and analyze the financial status, operating results and competitiveness indicators of the invested businesses.
-
B. Supervise the preparation and collection of various financial and management reports of invested businesses every month.
-
C. Provide solutions to major issues arising from the reinvested business.
-
D. Review the annual budget of the invested business and assist in supervising the achievement of budget targets.
-
E. Assist the invested enterprises to carry out various educational trainings.
-
F. Evaluate the various needs of the parent company proposed by the invested business unit and propose solutions.
-
G. Send personnel to supervise the operation and management of affiliated enterprises from time to time (inspection, investigation, understanding), and propose business trips reports and recommendations.
VII. Disclosure of information about affiliated enterprises and information disclosure
This Corporation, in compliance with the requirements of laws and regulations regarding matters that must be publicly disclosed or filed and the deadlines for so doing, shall make timely arrangements for the provision by each subsidiary of required financial and business information, or to retain CPAs to audit or review the financial reports of each subsidiary. This Corporation shall publicly disclose the consolidated balance sheets, consolidated statements of comprehensive income, and CPA secondary review reports covering affiliated enterprises by the deadlines for the filing of the annual financial reports under applicable laws and regulations. Information on any increase, decrease, or other change in affiliated enterprises shall be filed with the TWSE or TPEx within 2 days of the change. Information on any material transaction between this Corporation and a related party shall be fully disclosed in the annual report, financial statements, the three reporting forms for affiliated enterprises, and prospectuses.
If a related party experiences financial difficulties, this Corporation shall obtain its financial statements and related materials in order to assess the resulting effect on the finances, business, or operations of this Corporation, and when necessary, appropriate conservatory measures shall be adopted to safeguard this Corporation's rights as a creditor. Under the above circumstances, in addition to specifying the resulting effect on this Corporation's financial position in its annual report and prospectus, this Corporation shall also make a timely announcement of material information on the Market Observation Post System (MOPS).
When any of the following circumstances applies to an affiliated enterprise, this Corporation shall make a public disclosure and regulatory filing on its behalf:
-
(I) For a subsidiary whose shares have not been publicly issued domestically, the dollar amount of the subsidiary’s acquisition or disposal of assets, endorsements or guarantees for others, and loans of funds to others meets the criteria for public disclosure and regulatory filing.
-
(II) The parent or the subsidiary undergoes bankruptcy or reorganization proceedings pursuant to applicable laws and regulations.
-
(III) A major policy is adopted by resolution of the affiliated enterprise’s board of directors that has a material effect on the rights and interests of the shareholders or the securities prices of this Corporation.
-
(IV) Any matter regarding a subsidiary or the unlisted (neither TWSE nor TPEx listed)
32
parent of this Corporation constitutes material information required to be announced under the provisions of the Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities and of the GreTai Securities Market Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities.
If the parent of this Corporation is a foreign company, this Corporation shall make a filing of the following information on its behalf before the opening of trading hours on the first business day following the day on which this Corporation becomes aware of the information or on which there is media reporting of the information:
-
(I) A material change in shareholder equity.
-
(II) A material change in business policy.
-
(III) A material disaster resulting in serious reduction or complete cessation of production.
-
(IV) A material effect on the rights and interests of shareholders or the parent's operations resulting from a change in the laws, regulations, or rules of the parent’s home country.
-
(V) Mass media reporting about the parent sufficient to affect the securities prices of this Corporation.
-
(VI) The occurrence of any other material event that, pursuant to the laws or regulations of the foreign company's home country, must be filed immediately.
-
VIII. These Rules, and any amendments hereto, shall be implemented after adoption by the board of directors.
33
V. Earnings Distribution Table Attachment 5
Rexon Industrial Corp., Ltd. Earnings Distribution Table 2024
| Rexon Industrial Corp., Ltd. Earnings Distribution Table 2024 |
|
|---|---|
| Unit: NTD thousand |
|
| Undistributed earnings at beginning of period | 1,254,227,475 |
| Plus: Remeasurement of defined benefit plan | 16,524,958 |
| Plus: Reversal from Special reserve of equity reduction | 33,163,118 |
| Plus: Net profit (loss) in current year | 318,832,028 |
| Distributable earnings | 1,622,747,579 |
| Distribution: | |
| Minus: Appropriation of legal reserve | (33,535,699) |
| Minus: shareholder dividends-cash (NT$1 per share) | (181,473,500) |
| Undistributed earnings at end of period | 1,407,738,380 |
President:Wang Kuan-Hsiang General Manager:Lo Cheng-Chou Accounting Manager:He Hsiu-Yuan
34
VI. Comparison table for the amendments of the “Articles of Attachment 6 Incorporation”
| AmendedProvision | CurrentProvision | Description |
|---|---|---|
| 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, the vice chairman shall take his place; if there is no vice chairman or the vice chairman is on leave or for any reason unable to exercise the powers 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. |
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. |
Vice Chairman is added. |
| 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, if necessary, directors can elect a vice chairman, and the chairman shall represent the company externally. The Board of Directors deal with all the matters of the Company pursuant to laws, regulations, Articles of Incorporation and the resolutions or the Shareholders’ meetingandBoardmeeting. |
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 resolutions or the Shareholders’ meetingandBoardmeeting. |
Vice Chairman is added. |
35
| AmendedProvision | CurrentProvision | Description |
|---|---|---|
| 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 less than 1% as salary adjustment or remuneration distribution for grassroots employees. The amount allocated as remuneration for basic employees can be included in the employee remuneration allocation amount; 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 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. |
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 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. |
Article 14, Paragraph 6 of the Securities and Exchange Act. |
| Article 29: (Omitted) The 37th amendment was on May 22, 2024. |
Article 29: (Omitted) | An amendment date is added. |
36