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Silitech — AGM Information 2019
Jun 28, 2019
52313_rns_2019-06-28_b6bce8bd-b48d-4357-96be-b046f5277607.pdf
AGM Information
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Silitech Technology Corporation 2019 Annual General Shareholders' Meeting Minutes
(Translation)
Time: 9:00 a.m., June 12, 2019
Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City
(International Convention Center, Lite-On Technology Building)
Attending shareholders and proxy representing:
115,678,335 shares (among them, 5,882,211 shares voted via electronic transmission), which accounts for 64.49% of total 179,383,816 outstanding shares.
Director attendees: Raymond Soong, Warren Chen, King, Yung-Chou and James Kuo
Non-shareholding attendees:
Deloitte Touche Tohmatsu International Taiwan, Yung-Hsiang Chao, CPA Huang and Partners Attorneys-At-Law, Huang, Kuan-Hao, Attorney
Chairperson: Raymond Soong, Chairman of the Board of Directors
Recorder: Wei-Lin Chen
I. Chairperson Calls Meeting 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. Opening Remarks by the Chairperson (omitted)
III. Reports on Company Affairs:
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i. 2018 Business Report (Please refer to attachment 1)
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ii. Audit Committee’s Review Report on the 2018 Financial Statements (Please refer to attachment 2~4)
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iii. Employees and Directors Compensation for 2018
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Explanation: Due to the loss before Tax for 2018, the Company’s Board of Directors on
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February 25, 2019 resolved no compensation distributed to employees and directors.
-
iv. The Execution Status of Shares Buyback
Explanation: Shares buyback execution report is as follows:
| Buyback times | Second |
|---|---|
| Purpose of the shares buyback | Transfer shares to employees |
| Buybackperiod | 2015/05/25 ~ 2015/07/21 |
| Buybackprice interval | NTD 16.10 ~ NTD 35.45 |
1
| Type and number of buyback shares | Common stock / 10,000,000 shares |
|---|---|
| Total amount for buyback shares | NTD 234,654,579 |
| Cancellation and transfer of buyback shares (Note) |
Cancellation of 10,000,000 shares |
| Cumulative holding of the number of buyback shares |
0 share |
| Cumulative holding of the number of buyback shares as a percentage of total issued shares |
0% |
Note: The cancellation registration procedure of 10,000,000 shares was approved by the
Department of Commerce, MOEA on August 13, 2018. The total number of
shares issued after the change was 179,383,816 shares.
- v. Amendment to “Regulation and Procedure for Board of Directors Meetings” (Please refer to attachment 5)
IV. Proposed Resolutions and Discussions
i. Proposal: Adoption of 2018 Business Report and Financial Statements (Proposed by the
Board of Directors)
Explanation:
-
2018 financial statements have been audited by Certified Public AccountantsYung-Hsiang Chao and Jr-Shian Ke of Deloitte Touche Tohmatsu International Taiwan and were discussed and resolved in the Board of Directors meeting convened on February 25, 2019.
-
The aforementioned financial statements and business report have been duly reviewed by the Audit Committee.
-
For the business report for Year 2018, please refer to Attachment 1.
-
For the financial statements for Year 2018, please refer to Attachments 2 & Attachment 3.
-
Please proceed to adopt.
Resolution:
The voting results were as follows. 98.83% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law
and company policies.
| and company policies. | ||
|---|---|---|
| Items | Voting results (includingvoted via electronic transmission) |
Percentage |
| Total votes | 115,678,335 votes(5,882,211 votes) | 100.00% |
| Approval votes | 114,325,758 votes(4,535,485 votes) | 98.83% |
| Disapproval votes | 2,673 votes( 2,673 votes) |
0.00% |
| Abstention votes/no votes | 1,349,904 votes(1,344,053 votes) | 1.17% |
| Invalid votes | 0 votes( 0 votes) |
0.00% |
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ii. Proposal: Adoption of the Proposal for Appropriation of 2018 Earnings (Proposed by the
Board of Directors)
Explanation:
-
In Fiscal Year 2018, the Company made a net loss of NT$33,815,884. By adding unallocated retained earnings of the previous year of NT$497,685,955, adding adjustments on effect of retrospective application of IFRSs and restatement of financial statements, adding adjustments on re-measurement on define benefit plans recognized in retained earnings, deducting the amount of the retained earnings from the debit of the cancellation of buyback shares, setting aside special reserve, total distributable earnings for the year amounted to NT$352,830,145.
-
Due to the net loss for 2018, the Company’s Board of Directors on February 25, 2019 resolved no cash dividends and no stock dividends distrubted to shareholders. For Statement of Earnings Appropriation, please refer to Attachment 6.
-
Please proceed to adopt.
Resolution:
The voting results were as follows. 98.83% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
| and company policies. | ||
|---|---|---|
| Items | Voting results (includingvoted via electronic transmission) |
Percentage |
| Total votes | 115,678,335 votes (5,882,211votes ) | 100.00% |
| Approval votes | 114,325,746 votes (4,535,473 votes ) | 98.83% |
| Disapproval votes | 2,682votes ( 2,682votes ) |
0.00% |
| Abstention votes/no votes | 1,349,907votes (1,344,056 votes ) | 1.17% |
| Invalid votes | 0 votes( 0 votes) |
0.00% |
iii. Proposal: Discussion of Proposal for Capital Reduction, please discuss and resolve.
(Proposed by the Board of Directors)
Explanation:
-
In order to refund cash to shareholders, and adjust the capital structure to increase the return on equity, the Company proposes to proceed with the capital deduction and the repayment of shares.
-
The Company proposes to reduce NT$1,193,838,160 and cancel 119,383,816 shares. At present, a total of 179,383,816 shares of common stock have been issued. According to the aforesaid amount, the capital is expected to be reduced by 66.552167%, after the capital reduction, the listed common shares will be 60,000,000 shares, and with par value NT$10 per share, the capital will be NT$600,000,000; however, the paid-in capital after capital
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reduction and the capital reduction ratio shall be calculated based on the total shares issued on the record date for cash reduction and stock conversion.
-
According to the total shares issued in the preceding paragraph, the capital to be returned to each Shareholder will be approximately NT$6.6552167 per common share. The cash distribution from capital reduction shall be rounded off to the integer. Fractional amounts that are less than NT$1 shall be ranked from high to low in value and from old to new in account number, and then they shall be adjusted in this order until the total amount of cash distribution from capital reduction is met.
-
According to the total shares issued in the second paragraph, 665.52167 shares are reduced per thousand shares (that is, 334.47833 shares are converted per thousand shares). After capital reduction, shareholders may combine shares of common stock less than 1 share with the Company’s Stock Affairs Division five days before the book closure date. For fractional shares of common stock that are still less than 1 share after combination or unscheduled shareholder, cash bill be distributed base on share ratio at par value. (Rounded up to the nearest integer); Chairman is authorized to appoint a specific party to subscribe to such fractional shares at par value.
-
Shares converted from the capital reduction will be issued in a non-physical form with the same rights and obligations with original shares. After this proposal is adopted at the shareholders’ meeting and reported to and approved by the competent authority, the Board of Directors is authorized to set the record date for cash reduction and the record date for cash reduction and stock conversion separately.
-
If the number of shares outstanding is changed due to the change in the Company’s share capital, causing the adjustments in the cash reduction ratio and the amount of repayment per share, or the cash reduction needs adjustment due to amendments to laws, the regulator’s order or other objective environmental changes, the shareholders’ meeting shall authorize the Chairman for handling.
-
Please discuss and resolve.
Resolution:
The voting results were as follows. 98.81% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
| and company policies. | ||
|---|---|---|
| Items | Voting results (includingvoted via electronic transmission) |
Percentage |
| Total votes | 115,678,335 votes (5,882,211votes ) | 100.00% |
| Approval votes | 114,307,384votes (4,517,111votes ) | 98.81% |
| Disapproval votes | 9,056 votes ( 9,056 votes ) |
0.01% |
| Abstention votes/no votes | 1,361,895 votes (1,356,044votes ) | 1.18% |
| Invalid votes | 0 votes ( 0 votes ) |
0.00% |
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iv. Proposal: Amendment to “Articles of Incorporation”, please discuss and resolve.
(Proposed by the Board of Directors)
Explanation:
-
In order to comply with regulations from competent authorities and to accommodate the
-
Company's business practice, an amendment to “The Articles of Incorporation” is proposed.
-
Please refer to Attachment 7 for a comparison of the contents before and after amendment.
-
Please discuss and resolve.
Resolution:
The voting results were as follows. 98.82% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
| and company policies. | ||
|---|---|---|
| Items | Voting results (includingvoted via electronic transmission) |
Percentage |
| Total votes | 115,678,335 votes (5,882,211votes ) | 100.00% |
| Approval votes | 114,313,501votes (4,523,228 votes ) | 98.82% |
| Disapproval votes | 2,825 votes ( 2,825 votes ) |
0.00% |
| Abstention votes/no votes | 1,362,009 votes (1,356,158 votes ) | 1.18% |
| Invalid votes | 0 votes ( 0 votes ) |
0.00% |
v. Proposal: Amendment to “Procedures for the Acquisition and Disposal of Assets”, please
discuss and resolve. (Proposed by the Board of Directors)
Explanation:
-
In order to comply with regulations from competent authorities and to accommodate the
-
Company's business practice, an amendment to “Procedures for the Acquisition and Disposal of Assets” is proposed.
-
Please refer to Attachment 8 for a comparison of the contents before and after amendment.
-
Please discuss and resolve.
Resolution:
The voting results were as follows. 97.00% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
| and company policies. | ||
|---|---|---|
| Items | Voting results (includingvoted via electronic transmission) |
Percentage |
| Total votes | 115,678,335 votes (5,882,211votes ) | 100.00% |
| Approval votes | 112,205,527votes (2,415,254votes ) | 97.00% |
| Disapproval votes | 2,110,795 votes (2,110,795 votes ) | 1.82% |
| Abstention votes/no votes | 1,362,013 votes (1,356,162votes ) | 1.18% |
| Invalid votes | 0 votes ( 0 votes ) |
0.00% |
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vi. Proposal: Amendment to “Regulations Governing Loaning of Funds and Making of
Endorsements/Guarantees”, please discuss and resolve. (Proposed by the Board of Directors)
Explanation:
-
In order to comply with regulations from competent authorities and to accommodate the Company's business practice, an amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees” is proposed.
-
Please refer to Attachment 9 for a comparison of the contents before and after amendment.
-
Please discuss and resolve.
Resolution:
The voting results were as follows. 98.82% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
| and company policies. | ||
|---|---|---|
| Items | Voting results (includingvoted via electronic transmission) |
Percentage |
| Total votes | 115,678,335 votes (5,882,211votes ) | 100.00% |
| Approval votes | 114,313,482votes (4,523,209 votes ) | 98.82% |
| Disapproval votes | 2,843 votes ( 2,843 votes ) |
0.00% |
| Abstention votes/no votes | 1,362,010 votes (1,356,159 votes ) | 1.18% |
| Invalid votes | 0 votes ( 0 votes ) |
0.00% |
vii. Proposal: Amendment to “Rules Governing the Election of Directors”, please discuss and
resolve. (Proposed by the Board of Directors)
Explanation:
-
In order to comply with regulations from competent authorities and to accommodate the Company's business practice, an amendment to “Rules Governing the Election of Directors” is proposed.
-
Please refer to Attachment 10 for a comparison of the contents before and after amendment.
-
Please discuss and resolve.
Resolution:
The voting results were as follows. 98.82% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
| and company policies. | ||
|---|---|---|
| Items | Voting results (includingvoted via electronic transmission) |
Percentage |
| Total votes | 115,678,335 votes (5,882,211votes ) | 100.00% |
| Approval votes | 114,313,482votes (4,523,209 votes ) | 98.82% |
| Disapproval votes | 2,843 votes ( 2,843 votes ) |
0.00% |
| Abstention votes/no votes | 1,362,010 votes (1,356,159 votes ) | 1.18% |
| Invalid votes | 0 votes ( 0 votes ) |
0.00% |
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viii. Proposal: Discussion of Release of Directors from Non-Competition Restrictions, please
discuss and resolve. (Proposed by the Board of Directors)
Explanation:
-
In order to comply with the Article 209 of Company Act, “if a Director’s act on his/her or others’ behalf falls within the scope of the Company’s business, the Director shall illustrate to the shareholders the gist of such act, and obtain the shareholders’ approval.”
-
In view of the diversification needs of the Company’s and that directors (including independent directors) might act in their own interests on matters within the Company’s business scopes, it is proposed to release the additional non-competition restrictions on directors and independent directors with the premise that directors do not have conflicts of the Company’s interests. The release of directors from non-competition restrictions were approved by the resolution of the annual general meeting of the shareholders of 2018.
-
The detail of release of directors from additional non-competition restrictions, please refer to Attachment 11.
-
Please discuss and resolve.
Resolution:
The voting results were as follows. 98.81% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
| and company policies. | ||
|---|---|---|
| Items | Voting results (includingvoted via electronic transmission) |
Percentage |
| Total votes | 115,678,335 votes (5,882,211votes ) | 100.00% |
| Approval votes | 114,306,332votes (4,516,059 votes ) | 98.81% |
| Disapproval votes | 22,019 votes ( 22,019 votes ) |
0.02% |
| Abstention votes/no votes | 1,349,984votes (1,344,133 votes ) | 1.17% |
| Invalid votes | 0 votes ( 0 votes ) |
0.00% |
V. Provisional Motions: None.
VI. Adjournment
There being no other special motion, upon a motion by the Chairman, the meeting was adjourned.
Chairperson: Raymond Soong
Recorder: Wei-Lin Chen
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Attachment
Attachment 1
Silitech Technology Corporation Business Report
In 2018, Silitech continued to pursue our new business direction in cross-industry applications. We applied our specialized core technologies and techniques to the integration of rubber, plastic and optical components within two main production and product categories: Mechanical Integration and Automotive Components. In 2018, our global consolidated revenues reached NT$2.251 billion, a 1.48% decrease from the previous year (NT$2.285 billion). Net losses after tax amounted to NT$33.82 million, representing a loss per share of NT$0.19; these figures represent a 58.81% decrease from those in the previous year (NT$82.11 million and NT$0.46, respectively).
Business Performance
Due to the popularity of touch-controlled smartphones since 2013, demand for mobile phone keypads has been on a gradual decline. In response, Silitech has turned to cross-industry applications, committing to develop extensions of existing technologies to fields unrelated to mobile keypads. We also invested in developing new technologies aimed at advancing our existing Automotive Components. In 2018, revenues from Mechanical Integration accounted for 56% of our global consolidated revenue: In addition to maintaining traditional mobile phone keypads and gaming console products, we also developed new cross-industry applications such as toys, smart lock modules, network communications, and smartwatch straps. Automotive Components accounted for 44% of our revenue: In addition to solidly profitable automotive interior components, we also developed new applications such as 3D glass car keys and glass car panels, and are actively developing new technologies for interior mechanical components. Summing up our investments in R&D for the aforesaid two major application categories, we are not only evaluating possibilities for investing in new technologies, but also continuing to upgrade our core technologies and actively develop components that integrate optical, mechanical and electronic elements, as well as cross-industry applications to satisfy customer demand and align with market trends. In 2018, Silitech's R&D expenditures amounted to NT$124 million, accounting for 6% of our revenue. The two major application categories contributed over 25% of total revenue in new applications.
Future Outlook
In 2018, the global market has been rocked by instability caused from the U.S.-China Trade War. The U.S. and emergent countries such as India achieved higher economic growth than in the previous year, but the pace of growth for other countries has generally slowed down. According to 2019 predictions for the manufacturing industry published by TIER, the performance of global trade will be affected by factors such as unresolved U.S.-China trade disputes, limited momentum of mobile device industry growth, and turmoil in emerging markets and financial markets. As a
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result, the International Monetary Fund and the Organization for Economic Co-operation and Development have both revised down economic growth for 2019. There will be benefits from the continual dissemination of emerging technologies such as artificial intelligence, the Internet of Things, and high-performance computing, which will help boost manufacturing momentum; but the overall manufacturing industry outlook for 2019 is poor.
Confronting such fluctuations in the macroeconomic environment, Silitech will redeploy global sales and production businesses, continuing our dedication to cross-industry applications. In terms of production operations, Silitech provides customers with flexible services in preliminary product design and R&D, while also improving the speed and precision of product development and product verification, in pursuit of higher market share. Meanwhile, we plan and execute advanced manufacturing (preliminary smart manufacturing), while continuing to pursue automation, thereby reducing labor costs and improving production efficiency. Regarding Mechanical Integration in 2019, we expect that mobile phone keypad manufacturing will continue to decline, while the customer base for 3C cross-industry Mechanical Integration will gradually start to develop. Mechanical and optical module applications will increase. Regarding Automotive Components, automotive interior mechanical modules/components will continue to grow and profit steadily, while automotive interior glass will also grow considerably. In addition, idle factories in Suzhou were sold and re-invested in 2018, while resources will be reconfigured in 2019 to increase shareholder equity.
Looking forward, Silitech will continue our management philosophy focusing on customer experience, product quality, and technological advancement in our progress towards sustainable development. Within our corporate culture characterized by “integrity, respect, innovation, expertise, and excellence,” we continue using the spirit of organizational learning and teamwork to improve responsiveness and product competitiveness. We continue to focus on intensifying and extending our core technologies and skills based on developing and producing precision components, while integrating industrial trends. By combining deep, substantial customer relations with cross-industry developments, we hope to offer customers design and service that bring high added value. Through synergy brought by integration of sales, research, and production, we robustly promote our developmental goals in terms of income and profit growth, thereby creating common prosperity for shareholders, employees, customers, and suppliers.
Chairman: Raymond Soong Manager: James Huang Chief Accountant: Sarah Cheng
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Attachment 2
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Silitech Technology Corporation
Opinion
We have audited the accompanying consolidated financial statements of Silitech Technology Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2018. 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.
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For the year ended December 31, 2018, the key audit matters to the Group’s consolidated financial statements were as follows:
Allowance for Impairment Loss on Trade Receivables
Due to high concentration of keypad transactions among major clients, trade receivables accounted for 11 % of the total assets as of December 31, 2018. The management evaluated the allowance for bad debts from major clients. First, trade receivables were assessed for impairment individually, then, the rest of receivables were assessed on a collective basis. As the provision for allowance for bad debts was based on the assumption of expected credit risk, and involved significant judgments, when there is significant reduction in the demand of the downstream clients, the collection of trade receivables from major clients may not be recovered because of financial difficulties. Therefore, we regard the allowance for bad debts as a key audit matter in our audit.
The audit procedures performed in respect of the management’s assessment of trade receivable for impairment included the following:
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We reviewed the historical trade receivable recovery records to analyze the allowance for bad debts. Based on the customer’s historical payment records, we evaluated whether the collection rate of accounts receivable is reasonable. Furthermore, we referred to the payment records and other accessible customer information of the current year, and individually verified whether there is a significant amount of delayed payments to be recognized as impairment.
-
We evaluated the collectability of overdue trade receivables after the subsequent period in order to consider whether it can be recognized as extra allowance for bad debts.
-
We obtained an understanding of the accounting policy on accounts receivable from the major clients provided by the management and tested the accuracy of the aging schedule in order to calculate the allowance for bad debts recognized by management.
For the policy of evaluating the impairment of trade receivables, refer to Note 4 to the consolidated financial statements. Refer to Notes 5 and 12 for critical accounting judgments and key sources of estimation uncertainty.
Allowance for Inventory Valuation Losses
We considered the significant judgement involved in evaluating the net realizable value of inventory in our audit; in particular, we focused on the estimation of allowance for outdated inventory valuation losses.
The audit procedures for testing the net realizable value of inventories are as follow:
-
We understood the Management policy of inventory valuation and the relevant internal control.
-
We tested the accuracy and completeness of the inventory aging report.
-
We tested the carrying amount of the ending inventory. We sampled the latest information of purchases and sales to verify with management whether inventories were evaluated using the lower of cost or net realizable value method. We assessed the appropriateness of the assessment base and rationality of change of allowance for inventory valuation losses, and we recalculated the net realizable value of the ending inventory.
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-
4 We evaluated the appropriateness of the accounting policy for recognizing the allowance for inventory valuation losses. We obtained the inventory aging report and compared the historical data of allowance for inventory valuation losses with actual disposal of inventory.
-
We attended the inventory count at the end of year in order to evaluate the condition of the inventory and the reasonableness of the allowance for inventory valuation loss recognition to outdated inventory and spoilage.
For the policy on evaluating the allowance for inventory valuation losses, refer to Note 4 to the consolidated financial statements. Refer to Notes 5 and 13 for critical accounting judgments and key sources of estimation uncertainty.
Gain on Disposal of Assets
Silitech Group decided to sell its property, plant, equipment and investment property in Suzhou by the approval of the board of directors, for which it generated a gain of $153,905 thousand on the disposal of its assets, representing approximately (401%) of the comprehensive income. We considered the overall financial statements to have a significant impact. If the substance of the transaction was not recorded correctly and reflected, it will affect the balance of the assets and the gain or loss on financial statements. Therefore, we regard the gain or loss on disposal of relevant assets as a key audit matter in our audit.
The audit procedures on testing the disposal of assets were as follows:
-
We inspected whether the decision of selling the property, plant, equipment and investment property was determined by the board of directors. We inspected the contracts and valuation report to verify the authenticity and reasonableness of the price.
-
We compared the transactions to the bank statements, and calculated the gain or loss on disposal of assets to verify the accuracy of such transactions.
Other Matter
We have also audited the parent company only financial statements of Silitech Technology Corporation as of and for the years ended December 31, 2018 and 2017 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 IFRS, IAS, IFRIC and 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.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
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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 auditors’ 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 auditing standards generally accepted in 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain 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.
-
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 auditors’ 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.
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Obtain sufficient and appropriate audit evidence regarding the financial information of 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.
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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.
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 for the year ended December 31, 2018 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 Yung-Hsiang Chao and Jr-Shian Ke.
Deloitte & Touche Taipei, Taiwan Republic of China February 25, 2019
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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SILITECH TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss (FVTPL) (Notes 4 and 7) Financial assets at amortized cost Debt instruments with no active market (Notes 4, 11 and 32) Notes receivable, net Other notes receivable (Note 12) Trade receivables, net (Notes 4, 5 and 12) Trade receivables from related parties (Notes 4, 5, 12 and 31) Other receivables (Note 4) Other receivables from related parties (Notes 4 and 31) Current tax assets (Notes 4 and 26) Inventories, net (Notes 4, 5 and 13) Non-current assets held for sale (Notes 4 and 14) Other current assets (Note 19) Total current assets NON-CURRENT ASSETS Financial assets at FVTPL (Notes 3, 4 and 7) Financial assets at fair value through other comprehensive income (FVTOCI) (Notes 3, 4 and 8) Financial assets measured at cost (Notes 4 and 10) Investments accounted for using the equity method (Notes 4 and 16) Property, plant and equipment, net (Notes 4, 14 and 17) Intangible assets, net (Note 4) Deferred tax assets (Notes 4, 5 and 26) Refundable deposits (Note 4) Other non-current assets (Note 19) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Notes payable (Note 4) Trade payables (Note 4) Trade payables to related parties (Note 31) Other payables (Notes 4 and 20) Other payables to related parties (Notes 4 and 31) Current tax liabilities (Notes 4 and 26) Provisions (Notes 4 and 21) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Net defined benefit liabilities (Notes 4, 5 and 22) Guarantee deposits (Note 4) Deferred tax liabilities (Notes 4 and 26) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY (Notes 4 and 23) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Parent Company NON-CONTROLLING INTERESTS Total equity TOTAL |
2018 Amount % $ 2,660,470 56 1,614 - 38,149 1 - - - - 316,067 7 518,296 11 9,044 - 145,725 3 16,137 - 495 - 187,750 4 - - 78,686 2 3,972,433 84 28,103 1 7,308 - - - 71,176 1 502,160 11 3,366 - 139,652 3 2,153 - 17,631 - 771,549 16 $ 4,743,982 100 $ - - 422,543 9 2,162 - 407,343 9 9,575 - 2,746 - 508 - 36,161 1 881,038 19 65,237 1 762 - 33,357 1 99,356 2 980,394 21 1,793,838 38 507,154 10 1,109,766 23 139,742 3 495,929 11 1,745,437 37 (282,841) (6) - - 3,763,588 79 - - 3,763,588 79 $ 4,743,982 100 |
2017 | ||
|---|---|---|---|---|
| Amount % $ 1,712,305 35 757 - - - 782,785 16 46 - - - 463,678 10 9,116 - 25,001 1 14,397 - 968 - 120,725 2 815,143 17 105,029 2 4,049,950 83 - - - - 38,519 1 70,592 2 552,087 11 945 - 131,329 3 6,111 - 15,517 - 815,100 17 $ 4,865,050 100 $ 18,618 1 461,108 10 909 - 398,818 8 11,120 - 2,908 - 2,637 - 49,532 1 945,650 20 78,933 1 812 - 36,460 1 116,205 2 1,061,855 22 1,893,838 39 535,425 11 1,109,766 23 87,174 2 550,255 11 1,747,195 36 (139,742) (3) (234,654) (5) 3,802,062 78 1,133 - 3,803,195 78 $ 4,865,050 100 |
The accompanying notes are an integral part of the consolidated financial statements.
15
SILITECH TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Loss Per Share)
| OPERATING REVENUE (Notes 4, 24 and 31) COST OF GOODS SOLD (Notes 11, 28 and 31) GROSS PROFIT OPERATING EXPENSES (Notes 28 and 31) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit gain Total operating expenses LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 25 and 31) Other gains and losses (Notes 25 and 31) Finance costs Share of profit or loss of associates Loss on impairment of property, plant and equipment Total non-operating income and expenses PROFIT (LOSS) BEFORE INCOME TAX INCOME TAX (EXPENSE) BENEFIT (Notes 4 and 26) NET LOSS FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of the other comprehensive income of associates accounted for using the equity method |
2018 Amount % $ 2,251,044 100 (1,961,808) (87) 289,236 13 (110,684) (5) (208,378) (9) (124,020) (6) 2,570 - (440,512) (20) (151,276) (7) 94,457 4 157,115 7 - - (337) - (56,904) (2) 194,331 9 43,055 2 (76,871) (4) (33,816) (2) (964) - 12 - |
2017 | ||
|---|---|---|---|---|
| Amount % $ 2,285,054 100 (1,981,123) (87) 303,931 13 (109,444) (5) (207,236) (9) (114,309) (5) - - (430,989) (19) (127,058) (6) 94,717 4 (47,742) (2) (11,083) - 2,323 - - - 38,215 2 (88,843) (4) 6,738 - (82,105) (4) (5,145) - 133 - (Continued) |
16
SILITECH TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Loss Per Share)
| Unrealized gain (loss) on investment in equity instruments at fair value through other comprehensive loss Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 26) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of the other comprehensive income (loss) of associates accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss (Note 26) Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE LOSS FOR THE YEAR NET LOSS ATTRIBUTABLE TO: Owners of the Parent Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Parent Company Non-controlling interests LOSS PER SHARE (N.T. DOLLARS; Note 27) From continuing operations Basic Diluted |
2018 Amount % $ (3,858) - 950 - (3,860) - (8,843) - 1,578 - 6,522 - (743) - (4,603) - $ (38,419) (2) $ (33,816) (2) - - $ (33,816) (2) $ (38,474) (2) 55 - $ (38,419) (2) $ (0.19) $ (0.19) |
2017 | ||
|---|---|---|---|---|
| Amount % $ - - 993 - (4,019) - (61,185) (3) (2,191) - 10,785 1 (52,591) (2) (56,610) (2) $ (138,715) (6) $ (82,018) (4) (87) - $ (82,105) (4) $ (138,605) (6) (110) - $ (138,715) (6) $ (0.46) $ (0.46) |
||||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
17
SILITECH TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
BALANCE AT JANUARY 1, 2017 Appropriation of 2016 earnings Special reserve Net loss for the year ended December 31, 2017 Other comprehensive income (loss) for the year ended December 31, 2017, net of income tax Total comprehensive income (loss) for the year ended December 31, 2017 BALANCE AT DECEMBER 31, 2017 Effect of retrospective application BALANCE AT JANUARY 1, 2018 AS RESTATED Appropriation of 2017 earnings Special reserve Disposal of subsidiaries Net loss for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018, net of income tax Total comprehensive income (loss) for the year ended December 31, 2018 Cancelation of treasury shares BALANCE AT DECEMBER 31, 2018 |
Equity Attributable to Owners of the Parent Company | Equity Attributable to Owners of the Parent Company | Equity Attributable to Owners of the Parent Company | Equity Attributable to Owners of the Parent Company | Non-controlling Total Interests $ 3,940,667 $ 1,243 - - (82,018 ) (87 ) (56,587) (23) (138,605) (110) 3,802,062 1,133 - - 3,802,062 1,133 - - - (1,188 ) (33,816 ) - (4,658) 55 (38,474) 55 - - $ 3,763,588 $ - |
Total Equity $ 3,941,910 - (82,105 ) (56,610) (138,715) 3,803,195 - 3,803,195 - (1,188 ) (33,816 ) (4,603) (38,419) - $ 3,763,588 |
||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital Ordinary Shares (In Thousands) Amount 189,384 $ 1,893,838 - - - - - - - - 189,384 1,893,838 - - 189,384 1,893,838 - - - - - - - - - - (10,000) (100,000) 179,384 $ 1,793,838 |
Capital Surplus $ 535,425 - - - - 535,425 - 535,425 - - - - - (28,271) $ 507,154 |
Retained Earnings | Total $ 1,833,232 - (82,018 ) (4,019) (86,037) 1,747,195 138,383 1,885,578 - - (33,816 ) 58 (33,758) (106,383) $ 1,745,437 |
Other Equity | Total $ (87,174 ) - - (52,568) (52,568) (139,742 ) (138,383) (278,125 ) - - - (4,716) (4,716) - $ (282,841) |
Treasury Shares $ (234,654 ) - - - - (234,654 ) - (234,654 ) - - - - - 234,654 $ - |
||||
| Exchange Unrealized Differences on Loss on Translating Available-for- Foreign sale Financial Operations Assets $ (87,289 ) $ 115 - - - - (52,658) 90 (52,658) 90 (139,947 ) 205 - (205) (139,947 ) - - - - - - - (798) - (798) - - - $ (140,745) $ - |
Unrealized Loss on Financial Assets at FVTOCI $ - - - - - - (138,178) (138,178 ) - - - (3,918) (3,918) - $ (142,096) |
|||||||||
| Ordinary Shares (In Thousands) 189,384 - - - - 189,384 - 189,384 - - - - - (10,000) 179,384 |
||||||||||
| Unappropriated Legal Reserve Special Reserve Earnings $ 1,109,766 $ - $ 723,466 - 87,174 (87,174 ) - - (82,018 ) - - (4,019) - - (86,037) 1,109,766 87,174 550,255 - - 138,383 1,109,766 87,174 688,638 - 52,568 (52,568 ) - - - - - (33,816 ) - - 58 - - (33,758) - - (106,383) $ 1,109,766 $ 139,742 $ 495,929 |
The accompanying notes are an integral part of the consolidated financial statements.
18
SILITECH TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments for: Depreciation expenses Amortization expenses Impairment loss recognized on trade receivables Expected credit gain reversed on trade receivables Net gain on fair value change of financial assets as at FVTPL Finance costs Interest income Dividend income Share of profit of associates Net loss (gain) on disposal of property, plant and equipment Net loss on disposal of subsidiaries Net gain on disposal of non-current asset held for sale Impairment loss recognized on property, plant and equipment Net loss on disposal of inventories Changes in operating assets and liabilities Financial assets held for trading Financial assets mandatorily classified as at FVTPL Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets Financial liabilities held for trading Notes payable Trade payables Trade payables to related parties Other payables Other payables to related parties Provisions Other current liabilities Net defined benefit liabilities Cash used in operations Interest received Dividends received Interest paid Income tax paid Net cash used in operating activities |
2018 $ 43,055 88,540 2,670 - (2,570) (921) - (58,387) (13,138) 337 24,564 26 (162,819) 56,904 6,640 (98) 162 46 (52,048) 72 (17,511) (1,740) (73,665) 26,343 - (18,618) (38,565) 1,253 (41,560) (1,545) (2,129) (13,371) (14,660) (262,733) 30,435 13,807 - (80,514) (299,005) |
2017 $ (88,843) 134,903 3,164 488 - (4,873) 11,083 (61,422) (12,002) (2,323) (12,179) - - - 657 4,116 - (46) (182,791) 1,671 23,379 1,479 (8,947) (38,048) (315) 13,974 88,632 909 (4,618) 5,086 2,410 (12,067) 3,639 (132,884) 33,229 12,534 (11,959) (55,488) (154,568) (Continued) |
|---|---|---|
19
SILITECH TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Net loss on disposal of subsidiaries Proceeds from disposal of non-current assets held for sale Purchase of debt investments with no active market Proceeds from sale of debt investments with no active market Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Payments for intangible assets Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of long-term borrowings Proceeds from guarantee deposits received Decrease in non-controlling interest Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2018 $ (2,235,066) 3,009,589 (26) 602,067 - - (129,143) 2,563 3,958 (5,128) 1,248,814 - (50) (1,188) (1,238) (406) 948,165 1,712,305 $ 2,660,470 |
2017 $ - - - - (3,047,256) 3,088,542 (109,980) 19,091 97 (1,918) (51,424) (1,440,000) (2) - (1,440,002) (46,278) (1,692,272) 3,404,577 $ 1,712,305 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
20
Attachment 3
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Silitech Technology Corporation
Opinion
We have audited the accompanying financial statements of Silitech Technology Corporation (the “Company”), which comprise the balance sheets as of December 31, 2018 and 2017, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, 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 auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2018. 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.
For the year ended December 31, 2018, the key audit matters to the Company’s financial statements were as follows:
Allowance for Impairment Loss on Trade Receivables
Due to high concentration of transactions among major clients, the management evaluated the allowance for bad debts from major clients. First, trade receivables were assessed for impairment individually, then, assessed the rest of receivables on a collective basis. As the provision for allowance for bad debts was based on the assumption of expected credit risk and involved significant judgments, when there is significant reduction in the demand of the downstream clients,
21
the collection of trade receivables from major clients may not be recovered because of financial difficulties. Therefore, we regard the allowance for bad debts as a key audit matter in our audit.
The audit procedures performed in respect of the management’s assessment of trade receivable for impairment included the following:
-
Reviewed the historical trade receivable recovery records to analyze the allowance for bad debts. Based on the customer’s historical payment records, we evaluated whether the collection rate of accounts receivable is reasonable. Furthermore, we referred to the payment records and other accessible customer information of the current year, and individually verified whether there is a significant amount of delayed payments to be recognized as impairment.
-
Evaluated the collectability of overdue trade receivables after the subsequent period in order to consider whether it can be recognized as extra allowance for bad debts.
-
Obtained an understanding of the accounting policy on accounts receivable from the major clients provided by the management, and tested the accuracy of the aging schedule in order to calculate the allowance for bad debts recognized by management.
For the policy of evaluating the impairment of trade receivables, refer to Note 4 to the financial statements. Refer to Notes 5 and 9 for critical accounting judgments and key sources of estimation uncertainty.
Allowance for Impairment Loss on Trade Receivables of Subsidiaries Accounted for Using the Equity Method
Due to high concentration of transactions among major clients, the management of subsidiaries evaluated the allowance for bad debts from major clients. First, trade receivables were assessed for impairment individually, then, assessed the rest of receivables on a collective basis. As the provision for allowance for bad debts was based on the assumption of expected credit risk and involved significant judgments, when there is significant reduction in the demand of the downstream clients, the collection of trade receivables from major clients may not be recovered because of financial difficulties. Therefore, we regard the allowance for bad debts as a key audit matter in our audit.
The audit procedures performed in respect of the subsidiaries management’s assessment of trade receivables for impairment included the following:
-
Reviewed the historical trade receivable recovery records to analyze the allowance for bad debt. Based on the customer’s historical payment records, we evaluated whether the collection rate of accounts receivable is reasonable. Furthermore, we referred to the payment records and other accessible customer information of the current year, and individually verified whether there is a significant amount of delayed payments to be recognized as impairment.
-
Evaluated the collectability of overdue trade receivables after subsequent period in order to consider whether it can be recognized as extra allowance for bad debts.
-
Obtained an understanding of the accounting policy on accounts receivable from the major clients provided by the management of subsidiaries, and tested the accuracy of the aging schedule in order to calculate the allowance for bad debts recognized by management.
For the policy of evaluating the impairment of trade receivables of subsidiaries accounted for using equity method, refer to Note 5 for critical accounting judgments and key sources of estimation uncertainty.
22
Allowance for Inventory Valuation Losses of Subsidiaries Accounted for Using the Equity Method
We considered the significant judgment involved in evaluating the net realizable value of inventory in our audit; in particular, we focused on the estimation of allowance for outdated inventory valuation losses.
The audit procedures for testing the net realizable value of inventories of subsidiaries accounted for using the equity method are as follows:
-
Understood the Management policy of inventory valuation and the relevant internal control.
-
Tested the accuracy and completeness of the inventory aging report.
-
Tested the carrying amount of the ending inventory. We sampled the latest information of purchases and sales to verify with management whether the inventories were evaluated using the lower of cost or net realizable value method. We assessed the appropriateness of the assessment base and rationality of change of allowance for inventory valuation losses, and we recalculated the net realizable value of the ending inventory.
-
4 To evaluate the appropriateness of the accounting policy for recognizing the allowance for inventory valuation losses, we obtained the inventory aging report and compared the historical data of allowance for inventory valuation losses with actual disposal of inventory.
-
Attended to the inventory counts at the end of year in order to evaluate the condition of the inventory and the reasonableness of the allowance for inventory valuation loss recognition to outdated inventory and spoilage.
For the policy on evaluating the allowance for inventory valuation losses, refer to Note 5 for critical accounting judgments and key sources of estimation uncertainty.
Gain on Disposal of Assets of Subsidiaries Accounted for Using the Equity Method
Silitech Group decided to sell its tenure, property, plant, equipment and investment property in Suzhou by the approval of the board of directors, for which it generated a gain of $153,905 thousand on the disposal of its assets, representing approximately (401%) of the comprehensive income. We considered the overall financial statements to have a significant impact. If the substance of the transaction was not recorded correctly and reflected, it will affect the balance of the assets and the gain or loss on the financial statement. Therefore, we regard the gain or loss on disposal of relevant assets as key audit matter in our audit.
The audit procedures on testing the disposal of assets were as follows:
-
Whether the decision of selling the tenure, property, plant, equipment and investment property was determined by the board of directors. Inspected the contracts and valuation report to verify the authenticity and reasonableness of the price.
-
Sampled the transactions to the bank statements, and calculated the gain or loss on disposal of assets to verify the accuracy of such transactions.
23
Responsibilities of Management and Those Charged with Governance for the 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.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the 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 auditors’ 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 auditing standards generally accepted in 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
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.
-
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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
24
-
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.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the Company 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.
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 for the year ended December 31, 2018 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 Yung-Hsiang Chao and Jr-Shian Ke.
Deloitte & Touche Taipei, Taiwan Republic of China February 25, 2019
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
25
SILITECH TECHNOLOGY CORPORATION
BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Notes receivable, net Trade receivables, net (Notes 4, 5 and 9) Trade receivables from related parties (Notes 4, 5, 9 and 23) Other receivables (Note 4) Other receivables from related parties (Notes 4 and 23) Current tax assets (Note 18) Inventories, net (Notes 4 and 10) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (FVTOCI) (Notes 3, 4 and 7) Financial assets measured at costs (Notes 4 and 8) Investments accounted for using the equity method (Notes 4 and 11) Property, plant and equipment, net (Notes 4 and 12) Intangible assets, net Deferred tax assets (Notes 4 and 18) Refundable deposits (Note 4) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Trade payables (Note 4) Trade payables to related parties (Notes 4 and 23) Other payables (Notes 4 and 13) Other payables to related parties (Notes 4 and 23) Current tax liabilities (Notes 4 and 18) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Net defined benefit liabilities (Notes 4 and 14) Deferred tax liabilities (Notes 4 and 18) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY (Notes 4 and 15) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL |
2018 Amount % $ 340,164 8 - - 274,477 7 10,618 - 9,998 - 2,381 - 495 - 22,101 1 9,630 - 669,864 16 7,308 - - - 3,431,464 81 54,949 1 1,216 - 73,952 2 175 - 6,002 - 3,575,066 84 $ 4,244,930 100 $ 53,873 1 259,176 6 76,085 2 9,575 - - - 6,305 - 405,014 9 42,971 1 33,357 1 76,328 2 481,342 11 1,793,838 42 507,154 12 1,109,766 26 139,742 3 495,929 12 1,745,437 41 (282,841) (6) - - 3,763,588 89 $ 4,244,930 100 |
2017 | ||
|---|---|---|---|---|
| Amount % $ 490,856 11 46 - 236,415 6 17,447 1 6,513 - 1,706 - - - 1,813 - 12,406 - 767,202 18 - - 11,165 - 3,413,592 79 60,939 1 - - 64,541 2 376 - - - 3,550,613 82 $ 4,317,815 100 $ 48,488 1 267,723 6 77,783 2 11,120 - 972 - 15,319 1 421,405 10 57,888 1 36,460 1 94,348 2 515,753 12 1,893,838 44 535,425 12 1,109,766 25 87,174 2 550,255 13 1,747,195 40 (139,742) (3) (234,654) (5) 3,802,062 88 $ 4,317,815 100 |
The accompanying notes are an integral part of the financial statements.
26
SILITECH TECHNOLOGY CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Loss Per Share)
| OPERATING REVENUE (Notes 4, 16 and 23) COST OF GOODS SOLD (Notes 10, 20 and 23) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 20 and 23) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit gain Total operating expenses LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 17 and 23) Other gains and losses (Note 17) Finance costs Share of profit or loss of subsidiaries and associates Total non-operating income and expenses LOSS BEFORE INCOME TAX INCOME TAX BENEFIT (Notes 4 and 18) NET LOSS FOR THE YEAR |
2018 Amount % $ 977,970 100 (861,007) (88) 116,963 12 (113) - 47 - 116,897 12 (44,940) (4) (123,558) (13) (41,622) (4) 1,217 - (208,903) (21) (92,006) (9) 13,581 1 18,730 2 - - 25,060 3 57,371 6 (34,635) (3) 819 - (33,816) (3) |
2017 | ||
|---|---|---|---|---|
| Amount % $ 947,665 100 (844,352) (89) 103,313 11 (47) - 99 - 103,365 11 (43,538) (5) (120,484) (13) (42,934) (4) - - (206,956) (22) (103,591) (11) 15,500 2 (53,906) (6) (11,076) (1) 56,948 6 7,466 1 (96,125) (10) 14,107 1 (82,018) (9) (Continued) |
27
SILITECH TECHNOLOGY CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Loss Per Share)
| OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized loss on investments in equity instruments at fair value through other comprehensive loss Share of the other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method Income tax benefit relating to items that will not be reclassified subsequently to profit or loss (Note 18) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Share of the other comprehensive income (loss) of subsidiaries and associates for using the equity method Income tax benefit relating to items that may be reclassified subsequently to profit or loss (Note 18) Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE LOSS FOR THE YEAR LOSS PER SHARE (NT dollars; Note 19) Basic Diluted |
2018 Amount % $ (2,089) - (3,858) (1) 867 - 1,220 - (3,860) (1) (8,898) (1) 1,578 - 6,522 1 (798) - (4,658) (1) $ (38,474) (4) $ (0.19) $ (0.19) |
2017 | ||
|---|---|---|---|---|
| Amount % $ (3,148) - - - (1,384) - 513 - (4,019) - (61,162) (7) (2,191) - 10,785 1 (52,568) (6) (56,587) (6) $ (138,605) (15) $ (0.46) $ (0.46) |
||||
| $ | ||||
The accompanying notes are an integral part of the financial statements.
(Concluded)
28
SILITECH TECHNOLOGY CORPORATION
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2017 Appropriation of 2016 earnings Special reserve Net loss for the year ended December 31, 2017 Other comprehensive income (loss) for the year ended December 31, 2017, net of income tax Total comprehensive income (loss) for the year ended December 31, 2017 BALANCE AT DECEMBER 31, 2017 Effect of retrospective application BALANCE AT JANUARY 1, 2018 AS RESTATED Appropriation of 2017 earnings Special reserve Net loss for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018, net of income tax Total comprehensive loss for the year ended December 31, 2018 Cancelation of treasury shares BALANCE AT DECEMBER 31, 2018 |
Share Capital Ordinary Shares (In Thousands) Amount 189,384 $ 1,893,838 - - - - - - - - 189,384 1,893,838 - - 189,384 1,893,838 - - - - - - - - (10,000) (100,000) 179,384 $ 1,793,838 |
Capital Surplus $ 535,425 - - - - 535,425 - 535,425 - - - - (28,271) $ 507,154 |
Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 1,109,766 $ - $ 723,466 - 87,174 (87,174) - - (82,018) - - (4,019) - - (86,037) 1,109,766 87,174 550,255 - - 138,383 1,109,766 87,174 688,638 - 52,568 (52,568) - - (33,816) - - 58 - - (33,758) - - (106,383) $ 1,109,766 $ 139,742 $ 495,929 |
Other Equity | Unrealized Loss on Financial Assets at FVTOCI $ - - - - - - (138,178) (138,178) - - (3,918) (3,918) - $ (142,096) |
Treasury Shares $ (234,654) - - - - (234,654) - (234,654) - - - - 234,654 $ - |
Total Equity $ 3,940,667 - (82,018) (56,587) (138,605) 3,802,062 - 3,802,062 - (33,816) (4,658) (38,474) - $ 3,763,588 |
|
|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Unrealized Loss on Translating Available-for- Foreign Operations sale Financial Assets $ (87,289) $ 115 - - - - (52,658) 90 (52,658) 90 (139,947) 205 - (205) (139,947) - - - - - (798) - (798) - - - $ (140,745) $ - |
||||||||
| Ordinary Shares (In Thousands) 189,384 - - - - 189,384 - 189,384 - - - - (10,000) 179,384 |
||||||||
| Legal Reserve $ 1,109,766 - - - - 1,109,766 - 1,109,766 - - - - - $ 1,109,766 |
The accompanying notes are an integral part of the financial statements.
29
SILITECH TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Loss before income tax Adjustments for: Depreciation expenses Amortization expenses Impairment loss recognized on trade receivables Expected credit gain reversed on trade receivables Net gain on fair value change of financial assets at FVTPL Finance costs Interest income Share of profit of subsidiaries and associates Net gain on disposal of property, plant and equipment Unrealized loss (gain) on the transactions with subsidiaries and associates Net loss on disposal of inventories Changes in operating assets and liabilities Financial assets held for trading Financial assets mandatorily classified as at FVTPL Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets Trade payables Trade payables to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities Cash used in operations Interest received Dividends received Interest paid Income tax paid Net cash (used in) generated from operating activities |
2018 $ (34,635) 10,418 610 - (1,217) (162) - (5,134) (25,060) - 66 3,298 - 162 46 (36,845) 6,829 (4,201) (676) (23,586) 2,776 5,385 (8,547) (4,405) (1,545) (9,014) (17,007) (142,444) 5,851 669 - (5,420) (141,344) |
2017 $ (96,125) 12,937 2,100 965 - (919) 11,076 (10,512) (56,948) (2,115) (52) 658 919 - (46) (131,531) 13,174 (235) 2,512 (1,312) (3,596) 22,640 125,542 3,471 5,086 6,476 1,447 (94,388) 11,381 257,247 (11,952) (16,993) 145,295 (Continued) |
|---|---|---|
30
SILITECH TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Payments for intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of long-term borrowings NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2018 $ (7,723) - 201 (1,826) (9,348) - (150,692) 490,856 $ 340,164 |
2017 $ (6,965) 3,984 - (800) (3,781) (1,440,000) (1,298,486) 1,789,342 $ 490,856 |
|---|---|---|
The accompanying notes are an integral part of the financial statements.
(Concluded)
31
Attachment 4
Audit Committee’s Review Report
To: The 2019 Annual General Shareholders’ Meeting of Silitech Technology Corporation
The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Silitech Technology Corporation the 2018 Business Report, Financial Statements and the proposal of distribution of earnings. The Financial Statements have been duly audited by Certified Public Accountants Yung-Hsiang Chao and Jr-Shian Ke of Deloitte Touche Tohmatsu International Taiwan. The above Business Report, Financial Statements and the proposal of distribution of earnings have been examined and determined to be correct by the undersigned. This Report is duly submitted in accordance with Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act.
Convener of the Audit Committee:
Mr. James Kuo February 25, 2019
32
Attachment 5
Silitech Technology Corporation
Comparison Table of Amendments to “Regulation and Procedure for Board of Directors Meetings”
| After Amendment | Before Amendment | Note |
|---|---|---|
| Article 1 To establish a strong governance system, sound supervisory capabilities and management capabilities for the Company’s board of directorsand to assist directors in performing their duties to improve the performance of the board of directors,these Rules are adopted pursuant to Article 2 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies. |
Article 1 To establish a strong governance system, sound supervisory capabilities and management capabilities for the Company’s board of directors, these Rules are adopted pursuant to Article 2 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies. |
Added details regarding objectives in establishing the procedures for handling directors’ requests. |
| Article 2 With respect to the board of directors meetings ("board meetings") of the Company,unless elsewhere specified by law or the Articles of Incorporation, the main agenda items, working procedures, required content of meeting minutes, public announcements, other compliance requirements,and the handling of relevant requests from the Company’s directorsshall be handled in accordance with the provisions of these Rules. |
Article 2 With respect to the board of directors meetings ("board meetings") of the Company, the main agenda items, working procedures, required content of meeting minutes, public announcements, and other compliance requirements shall be handled in accordance with the provisions of these Rules. |
Added references for handling procedures regarding director’ requests. |
| Article 3 The board of directors shall meet at least quarterly. A notice of the reasons for convening a board meeting shall be given to each director 7 days before the meeting is convened. In emergency circumstances, however,a board meetingmaybe called |
Article 3 The board of directors shall meet at least quarterly. A notice of the reasons for convening a board meeting shall be given to each director 7 days before the meeting is convened. In emergency circumstances, however,a board meetingmaybe called |
In accordance with the sample template for “XXX Co., Ltd standard operational protocol for respondingto |
33
| After Amendment | Before Amendment | Note |
|---|---|---|
| on shorter notice. The notice to be given under the preceding paragraph may be effected by means of electronic transmission with the prior consent of the recipients. All matters set forth under Article 12, Paragraph 1 of these Rules shall be specified in the notice of the reasons for convening a board meeting. None of those matters may be raised by an extraordinary motion except in the case of an emergency or for other legitimate reason. The Company’s directors shall be offered proper and timely information, whose form and quality shall be sufficient to enable the directors to make decisions with sufficient access to |
on shorter notice. The notice to be given under the preceding paragraph may be effected by means of electronic transmission with the prior consent of the recipients. All matters set forth under Article 12, Paragraph 1 of these Rules shall be specified in the notice of the reasons for convening a board meeting. None of those matters may be raised by an extraordinary motion except in the case of an emergency or for other legitimate reason. |
requests from directors”, added that directors’ shall receive proper and timely information in order to perform their duties. |
| relevant information and to perform their duties. |
||
| Article 4 The designated unit responsible for the board meetings of the Company shall be Finance Department. The designated unit of the Board shall draft agenda items and prepare sufficient meeting materials, and shall deliver them together with the notice of the meeting. A director who is of the opinion that the meeting materials provided are insufficient may request their supplementation by the unit responsible for board meetings, the designated unit should provide within 2 days.If a director is of the opinion that materials concerning any proposal are insufficient, the deliberation of such proposal may be postponed by a resolution of the board of directors. |
Article 4 The designated unit responsible for the board meetings of the Company shall be Finance Department. The designated unit of the Board shall draft agenda items and prepare sufficient meeting materials, and shall deliver them together with the notice of the meeting. A director who is of the opinion that the meeting materials provided are insufficient may request their supplementation by the unit responsible for board meetings. If a director is of the opinion that materials concerning any proposal are insufficient, the deliberation of such proposal may be postponed by a resolution of the board of directors. |
In accordance with the sample template for “XXX Co., Ltd standard operational protocol for responding to requests from directors”, added time limit for providing supplementary materials to directors’ meetings. |
34
| After Amendment | Before Amendment | Note |
|---|---|---|
| Article 7 Board meetings shall be convened and chaired by the chairperson of the board. The majority or more of the directors may, by filing a written proposal setting |
Article 7 Board meetings shall be convened and chaired by the chairperson of the board. However, with respect to the first meeting of each newly elected board of directors, it shall be called and chaired by the director that received votes representing the largest portion of voting rights at the shareholders meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair. When the chairperson of the board is on leave or for any reason unable to exercise the powers of 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 vice chairperson, the chairperson shall appoint one of the directors to act. If no such designation is made by the chairperson, the directors shall select one person from among themselves to serve as chair. |
1. In accordance with the amendments to Article 203-1 of the Company Act, added the way to convene a meeting of the board of directors. 2. In accordance with the amendments to Article 203 of the Company Act, added the way to convene a meeting of the board of directors after re-election. |
forth therein the subjects for discussions and the reasons, request the |
||
chairperson of the board of directors to convene a meeting of the board of directors. If the chairperson of the board of directors fails to convene a meeting of board of directors within 15 days after the filing of the request under the preceding paragraph, the proposing directors may convene a meeting of board of directors on their own, they shall select from among themselves one |
||
director to serve as chair. However, with respect to the first meeting of each newly elected board of directors, it shall be called and chaired by the director that received votes representing the largest portion of voting rights at the shareholders meeting in which the directors were electedwithin 15 days after re-election; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair. In case the director elect receiving the a |
||
ballot representing the largest number of votes fails to convene the meeting of |
||
the board of directors within the time limit set out in the preceding paragraph |
||
of this Article, then the majority or more of the directors elect may convene |
||
the meeting on their own, they shall |
35
| After Amendment | Before Amendment | Note |
|---|---|---|
| select from among themselves one director to serve as chair. When the chairperson of the board is on leave or for any reason unable to exercise the powers of 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 vice chairperson, the chairperson shall appoint one of the directors to act. If no such designation is made by the chairperson, the directors shall select one person from among themselves to serve as chair. |
||
| Article 12 The matters listed below as they relate to the Company shall be raised for discussion at a board meeting: A. the Company’s business plan. B. Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA). C. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and an assessment of the effectiveness of the internal control system. D. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of any handling procedures for material financial or business transactions,such as the |
Article 12 The matters listed below as they relate to the Company shall be raised for discussion at a board meeting: A. the Company’s business plan. B. Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA). C. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and an assessment of the effectiveness of the internal control system. D. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of any handling procedures for material financial or business transactions,such as the |
The Company is not a foreign and par value of shares is NT$10. The fourth paragraph is not applicable, so it was deleted. |
36
After Amendment
Before Amendment
acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others.
acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others.
-
E. The offering, issuance, or private placement of equity-type securities.
-
F. The appointment or discharge of a financial, accounting, or internal audit officer.
E. The offering, issuance, or private placement of equity-type securities. F. The appointment or discharge of a financial, accounting, or internal audit officer.
Note
- G. A donation to a related party or a G. A donation to a related party or a major donation to a non-related major donation to a non-related party, provided that a public-interest party, provided that a public-interest donation of disaster relief that is donation of disaster relief that is made for a major natural disaster made for a major natural disaster may be submitted to the following may be submitted to the following board of directors meeting for board of directors meeting for retroactive recognition. retroactive recognition.
H. Any matter that, under Article 14-3 H. Any matter that, under Article 14-3 of the Securities and Exchange Act of the Securities and Exchange Act or any other law, regulation, or or any other law, regulation, or bylaw, must be approved by bylaw, must be approved by resolution at a shareholders meeting resolution at a shareholders meeting or board meeting, or any material or board meeting, or any material matter as may be prescribed by the matter as may be prescribed by the competent authority. competent authority.
The term “related party” in
Subparagraph G of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means an individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD 100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the
The term "related party" in
Subparagraph G of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means an individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD 100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the
37
| After Amendment | Before Amendment | Note |
|---|---|---|
| CPA-attested financial report for the most recent year. The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation. Each meeting of the Company’s board of directors shall be attended by at least one independent director in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under Paragraph 1, all independent directors shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy, and may not be represented by a non-independent director via proxy. If an independent director expresses an objection or reservation, the matter shall be recorded in the board meeting minutes; if an independent director intends to express an objection or reservation but is unable to attend the meeting in person, then unless there is a legitimate reason to do otherwise, that director shall issue a written opinion in advance, which shall be recorded in the board meeting minutes. |
CPA-attested financial report for the most recent year. The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. In the case of a foreign issuer whose shares have no par value or a par value other than NT$10, 2.5 percent of shareholders’equity shall be substituted |
|
for the calculation of the amount equal to 5 percent of paid-in capital required under this paragraph. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation. Each meeting of the Company’s board of directors shall be attended by at least one independent director in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under Paragraph 1, all independent directors shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy, and may not be represented by a non-independent director via proxy. If an independent director expresses an objection or reservation, the matter shall be recorded in the board meeting minutes; if an independent director intends to express an objection or reservation but is unable to attend the meeting in person, then unless there is a legitimate reason to do otherwise,that |
38
| After Amendment | Before Amendment | Note |
|---|---|---|
| director shall issue a written opinion in advance, which shall be recorded in the board meetingminutes. |
||
| Article 15 If a director or a juristic person that the director represents is an interested party in relation to an agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interest of the Company, that director may not participate in discussion or voting on that agenda item and shall recuse him or herself from the discussion or the voting on the item, and may not exercise voting rights as proxy for another director. Where the spouse, a blood relative within the second degree of kinship of a |
Article 15 If a director or a juristic person that the director represents is an interested party in relation to an agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interest of the Company, that director may not participate in discussion or voting on that agenda item and shall recuse him or herself from the discussion or the voting on the item, and may not exercise voting rights as proxy for another director. Where a director is prohibited by the preceding paragraph from exercising voting rights with respect to a resolution at a board meeting, the provisions of Article 180, Paragraph 2 of the Company Act apply mutatis mutandis in accordance with Article 206, Paragraph 3 of the same Act. |
In accordance with the amendments to Article 206 of the Company Act, added the definition of interest relations. |
director, or any company which has a controlling or subordinate relation with |
||
a director has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall |
||
be deemed to have a personal interest in |
||
the matter. Where a director is prohibited by the precedingtwoparagraphsfrom exercising voting rights with respect to a resolution at a board meeting, the provisions of Article 180, Paragraph 2 of the Company Act apply mutatis mutandis in accordance with Article 206,Paragraph 3 of the same Act. |
||
| Article 18 The Company has appointed a Corporate Governance Officer, who shall be responsible for handling |
In accordance with the sample template for “XXX Co.,Ltd |
39
| After Amendment | Before Amendment | Note |
|---|---|---|
| directors'requirements, which shall be completed within 7 days and based on the principle of assisting the directors in |
standard operational protocol for responding to requests from directors”, added details regarding person responsible and time limits for handling directors’ requests. |
|
performing their duties in a prompt and |
||
effective manner. |
||
| Article 19 The Company's directors shall all receive assistance from the Corporate Governance Officer to ensure compliance with applicable laws and regulations concerning the procedures of the Board of Directors meeting, as well as proper information exchange between the members of the Board of Directors, as well as between the directors and managerial departments. |
In accordance with the sample template for “XXX Co., Ltd standard operational protocol for responding to requests from directors”, added expected outcomes for Corporate Governance Officer’s assistance to directors. |
|
| Article20 These Rules shall be adopted by the approval of meeting of the board of directors and shall be reported to the shareholders’ meeting. Any future amendment may be adopted with a resolution of the board of directors. |
Article 18 These Rules shall be adopted by the approval of meeting of the board of directors and shall be reported to the shareholders’ meeting. Any future amendment may be adopted with a resolution of the board of directors. |
Modified article numbering. |
| Article21 | Article 19 | Modified article |
40
| After Amendment | Before Amendment | Note |
|---|---|---|
| These Rules were implemented on January1,2007 |
These Rules were implemented on January1,2007 |
numbering. |
| Article 22 These Rules were established on December 20, 2006. The first amendment was made on April 25, 2008. The second amendment was made on April 27, 2010. The third amendment was made on April 26, 2012 and implemented by the 5th board of directors on June 22, 2012. The fourth amendment was made on October 25, 2012. The fifth amendment was made on March 24, 2015. The sixth amendment was made on October 26, 2017. The seventh amendment was made on April 25, 2019. |
Article 20 These Rules were established on December 20, 2006. The first amendment was made on April 25, 2008. The second amendment was made on April 27, 2010. The third amendment was made on April 26, 2012 and implemented by the 5th board of directors on June 22, 2012. The fourth amendment was made on October 25, 2012. The fifth amendment was made on March 24, 2015. The sixth amendment was made on October 26, 2017. |
Modified article numbering and added the date of amendment. |
41
Attachment 6
Silitech Technology Corporation Statement of Earnings Appropriation
Year 2018
| Unit: NTD | |
|---|---|
| Items | Amount |
| Unallocated earnings, beginning of year | 497,685,955 |
| Add: effect of retrospective application and retrospective restatement | 138,383,622 |
| Adjusted unallocated earnings, beginning of year | 636,069,577 |
| Add: adjustments on re-measurement on define benefit plans recognized in retained earnings |
58,288 |
| Less: cancellation of treasury shares debit retained earnings | (106,382,562) |
| Adjusted unallocated earnings | 529,745,303 |
| Less: Net loss | (33,815,884) |
| Less: Special reserve | (143,099,274) |
| Unallocated earnings, end of year | 352,830,145 |
Note: Special reserve is appropriated in accordance with Article 41 paragraph 1 of Securities and Exchange Act and Financial-Supervisory-Securities, No. 1010012865 of the Financial Supervisory Commission dated April 6, 2012 and No. 1010047490 of the Financial Supervisory Commission dated November 21, 2012.
42
Attachment 7
Silitech Technology Corporation
Comparison Table of Amendments to “Articles of Incorporation”
| After Amendment | Before Amendment | Note |
|---|---|---|
| Article I The Company is duly incorporated in accordance with provisions governing limited companies under the Company Act in the full name of Silitech Technology Corporation. |
Article I The Company is duly incorporated in accordance with provisions governing limited companies under the Company Act in the full name of Silitech Technology Corporation. |
The English name provided above is also specified in the Chinese version of the Articles of Incorporation in accordance with the amendments to Article 392-1 of the Company Act regarding company names in foreign language(s), to meet the requirements of internationalization. |
| Article IV-2 In accordance with the Company Act, |
A new paragraph is hereby added: In accordance with the amendments to Articles 167-1, 167-2 and 267 regarding employee reward systems, the recipients may include the employees of the Company's parent or subsidiary companies that meet certain specific requirements. |
|
the Company may transfer shares bought back by the Company to employees of the Company's parent or |
||
subsidiary companies that meet certain specific requirements. In accordance with the Company Act, |
||
the Company may issue share subscription warrants to the employees of the Company's parent or |
||
subsidiary companies that meet certain specific requirements. In accordance with the Company Act, |
||
when the Company issues new shares |
||
reserved for purchase by employees, such purchasing employees may include those of the Company's parent |
||
or subsidiary companies that meet certain specific requirements. In accordance with the Company Act, |
||
where the Company issues restricted |
43
| After Amendment | Before Amendment | Note |
|---|---|---|
| new shares, those to whom they are restricted may include employees of the Company's parent or subsidiary companies that meet certain specific requirements. Where the securities management authorities have other rules governing |
||
the qualification requirements of employees specified in the 4 preceding paragraphs, such rules shall |
||
be followed. |
||
| Article V For the shares issued by the Company, the Company may be exempted from printing share certificates but shall have the shares so issued duly registered with the centralized securities depository enterprise. |
Article V The Company’s shares are registered ones, which shall be duly signed and sealed by a minimum of three directors and issued after duly authenticated by the competent authority or the issuance registry entity approved by the competent authority.For the shares issued by the Company, the Company may be exempted from printing share certificates but shall have the shares so issued duly registered with the centralized securities depository enterprise. |
The Company is a public company. All stock issued by the Company is non-physical; hence, the regulations regarding physical stock in the first part of this Article were deleted. |
| Article VII The shareholders’ meeting hereof is in two categories: regular meetings and special meetings. The former is convened once a year within six months from the closing of each fiscal year,and the latter may be duly called whenever necessary. The shareholders’meeting convened by the Board of Directors shall be chaired by the chairman. When the chairman is absent, action on the chairman's behalf shall be duly handled in accordance with Article 208 of the Company Act. In the event |
Article VII The shareholders’ meeting hereof is in two categories: regular meetings and special meetings. The former is convened once a year within six months from the closing of each fiscal year. |
Added rules governing the timings for convening provisional shareholders' meetings, as well as for appointing chairpersons for shareholders' meetings. |
44
| After Amendment | Before Amendment | Note |
|---|---|---|
| that the shareholders’meeting is convened by a person not on the Board of Directors, the shareholders’ meeting shall be chaired by that convener. If there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves. |
||
| Article X-1 Minutes of the shareholders'meeting shall be duly recorded to cover the decisions resolved, to be duly signed or have seal affixed by the chairperson and delivered to all shareholders within twenty days after the meeting and be distributed to all shareholders of the company in accordance with the Company Act. The minutes shall include the month, date, year, location, the chairperson’s name, method to resolve a decision, the highlights of discussion and results thereof. The minutes of the shareholders’meeting shall be archived in the Company along with the shareholders’sign-in book and powers of attorney presented by proxies according to law. |
Added rules governing the production of shareholders' meeting minutes. |
|
| Article XI The Company has seven to fifteen directors, elected in the shareholders’ meeting from the candidate of disposing capacity,eachwith a three-year tenure of office and eligible for reelection. Directors shall be duly elected in accordance with Regulations Governing Election of Directors of the Company. The aforementioned number of directors shall include a minimum of three independent directors(including |
Article XI The Company has seven to fifteen directors, elected in the shareholders’ meeting from the candidate of disposing capacity, with a three-year tenure of office and eligible for reelection. Directors shall be duly elected in accordance with Regulations Governing Election of Directors of the Company. The aforementioned number of directors shall include a minimum of three independent directors,and the |
1. Revised wording. 2. Added regulation regarding inclusion of a minimum of one independent director with expertise in finance or accounting. |
45
| After Amendment | Before Amendment | Note |
|---|---|---|
| a minimum of one independent director with expertise in accounting or finance),and the number of independent directors shall not be less than the minimum of one-fifth of the total number of director seats. The Company's directors (including independent directors) are elected in a candidate nomination system set forth in Article 192-1 of the Company Act. The shareholders’ meeting shall elect independent directors from the list of candidates. Matters regarding independent directors’ professional qualification requirements, shareholding, restrictions on concurrent posts, recognition of independence, methods of nomination and election, and other matters to be complied with shall be duly handled in accordance with the requirements promulgated by the competent authority in charge of securities affairs. The Company duly establishes the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act which shall be duly organized by independent directors in full. The total number of the Company’s shares held by all directors shall not be less than the percentage promulgated by the competent authority. |
number of independent directors shall not be less than the minimum of one-fifth of the total number of director seats. The Company's directors (including independent directors) are elected in a candidate nomination system set forth in Article 192-1 of the Company Act. The shareholders’ meeting shall elect the right independent directors out of the list of candidates. Matters regarding independent directors’ professional qualification requirements, shareholding, restriction on concurrent post, recognition of independence, methods of nomination and election, and other matters to be complied with shall be duly handled in accordance with the requirements promulgated by the competent authority in charge of securities affairs. The Company duly establishes the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act which shall be duly organized by independent directors in full. The total number of the Company’s shares held by all directors shall not be less than the percentage promulgated by the competent authority. |
|
| Article XII The Board of Directors is duly organized by directors. By attendance of two thirds of directors and a majority of votes of attending directors,one chairman shall be duly |
Article XII The Board of Directors is duly organized by directors. By attendance of two thirds of directors and a majority of votes of attending directors,one chairman shall be duly |
1. Revised paragraph numbering: The final words in Paragraph 1 were singled out and |
46
| After Amendment | Before Amendment | Note |
|---|---|---|
| elected. In the same manner, one vice chairman shall be elected as necessary. The chairman shall chair the shareholders’ meeting and Board of Directors meeting internally and represent the Company externally, as assisted by the vice chairman. The Board of Directors shall convene the meeting on a quarterly basis and may convene an extraordinary meetingwhen the chairman shall, if deemed necessary, or at the request of |
elected. In the same manner, one vice chairman shall be elected as necessary.Where the seats of directors are vacated by one-third, a shareholders’meeting shall be duly held in six month to elect ones supplementarily. The chairman shall chair the shareholders’ meeting and Board of Directors meeting internally and represent the Company externally, as assisted by the vice chairman. The Board of Directors shall convene the meeting on a quarterly basis and may convene an extraordinary meetingwhenever it’s necessary. During the chairman’s absence or unavailability for performance of duties, the substitution shall be duly handled in accordance with Article 208 of the Company Act. Notices for convening meetings may be made in writing or by e-mail or fax. An extraordinary meeting may be convened at any time in case of an emergency. The Board of Director meetings may be conducted by video conference. Directors who participate in the meeting through video conference are deemed to have attended in person. Directors should attend the board of directors meeting. A director who is unavailable to attend the board of directors meeting may be represented by another director per Article 205 of the Company Act. Remuneration to directors shall be |
renumbered as Article 12-1; Paragraph 2 was incorporated into Paragraph 1; Paragraphs 7 and 8 were renumbered as Articles 12-5 and 12-6 respectively. 2. Added rules governing timing for convening an extraordinary Board of Directors meeting. |
two or more directors. The meeting shall be convened and chaired by the chairman of the board.During the chairman’s absence or unavailability for performance of duties, the substitution shall be duly handled in accordance with Article 208 of the Company Act. Notices for convening meetings may be made in writing or by e-mail or fax. An extraordinary meeting may be convened at any time in case of an emergency. The Board of Director meetings may be conducted by video conference. Directors who participate in the meeting through video conference are deemed to have attended in person. Directors should attend the board of directors meeting. A director who is unavailable to attend the board of directors meeting may be represented by another director per Article 205 of the Company Act. |
47
| After Amendment | Before Amendment | Note |
|---|---|---|
| duly determined by the Board of Directors with reference to the level of their participation in the business operation and values of their contribution as well as the level prevalent in fellow firms at home and |
||
abroad. The Company may establish a |
||
separate but reasonable set of remuneration rules for independent directors. The Company may purchase liability insurance for directors for the term of |
||
| their office to insure them for potential risk in exercise of their duties. |
||
| Article XII-1 Where the seats of directors are vacated by one-third, a shareholders’ meeting shall be duly held to elect ones supplementarilyto serve the tenure of office remaining by the predecessors. |
This Article was added as a result of the renumbering of the final part of the original Article 12, Paragraph 1; also added tenure of office for directors appointed through by-election. |
|
| Article XII-2 Unless otherwise required by relevant |
This Article was added, with decision-making methods of the Board of Directors meeting specified. |
|
laws, decisions in the Board of Directors meeting shall be resolved by |
||
a majority of votes in the meeting where attending directors represent a majority of the total number of directors. |
||
| Article XII-3 Minutes of a board of directors meeting shall be duly recorded, to be duly signed and have seal affixed by the chairperson and delivered to all directors within twenty days after the meeting. The minutes shall include the highlights of discussion and |
This Article was added, with the procedures for recording and delivering the Board of Directors meeting minutes specified. |
48
| After Amendment | Before Amendment | Note |
|---|---|---|
| results thereof. The minutes of the board of directors meeting shall be archived in the Company along with the directors’sign-in book and powers |
||
of attorney presented by proxies according to law. |
||
| Article XII-4 Organization, authority of office, rules and procedures of meetings and other matters to be complied with of the Company’s Audit Committee shall be in conformity with the requirements of the competent authority. |
Specified laws that shall be complied with by the Audit Committee. |
|
| Article XII-5 Remuneration to directors shall be duly determined by the Board of Directors with reference to the level of their participation in the business operations and the values of their contributions, as well as the level prevalent in fellow firms at home and abroad. The Company may establish a separate but reasonable set of remuneration rules for independent directors. |
This Article was added as a result of the renumbering of the original Article XII, Paragraph 7. |
|
| Article XII-6 The Company may purchase liability insurance for directors for the term of their office to insure them for potential risks in exercise of their duties. |
This Article was added as a result of the renumbering of the original Article XII, Paragraph 8. |
|
| Article XV The Company shall allocate the following compensation from the profit of each fiscal year (The“profit” |
Article XV The Company shall allocate the following compensation from the profit (before tax) of each fiscal year, |
1. Clearly defined “profit before income tax” and “accumulated losses,” including unappropriated earnings adjustment and revised wording. |
means“profit before income tax and employees’and directors’ compensation”), however, the Company shall have reserved a sufficient amount from such profit to |
however, the Company shall have reserved a sufficient amount from such profit to offset its accumulated losses: 1 、Employees’(including employees |
|
losses: 1 、Employees’ |
49
| After Amendment | Before Amendment | Note | |
|---|---|---|---|
| offset its accumulated losses (including unappropriated earnings adjustment if any): 1. Employees’ compensation: no less than 10%. 2. Directors’ compensation: no more than 5%. The employees’compensation under the preceding paragraph may be distributed in shares or cash. Those entitled to such compensation include |
of the company and its subsidiaries)compensation: no less than 10%:will be distributed by shares or cash. 2 、Directors’ compensation: no morethan 5%:only be distributed by cash. The Company shall, upon a resolution |
2. In accordance with the amendment to Article 235-1 of the Company Act, the Company may remunerate employees of the Company's parent or subsidiary companies that meet certain specific requirements in a bidirectional manner. 3. Revised wording. |
|
of the Board of Directors, distribute employees’and director’s compensation in the preceding paragraphs, and report to the shareholders’meeting for such distribution. |
|||
the Company’s employees or employees of the Company's parent or subsidiary companies that meet certain specific requirements. The Board of Directors is authorized with full powers to determine the terms and methods of appropriation. Where |
|||
the securities management authorities |
|||
have other rules governing the qualification requirements of employees specified, such rules shall be followed. The Directors’ compensation under the preceding paragraph will only be distributed by cash. The Company shall, upon a resolution |
|||
of the Board of Directors, distribute employees'and directors’ compensation in the preceding two paragraphs, and report to the shareholders’meeting for such distribution. |
|||
| Article XVI If there isnet profit after taxupon the final settlement of account of each fiscal year, the Company shall first offset any previous accumulated losses(including unappropriated earnings adjustment if any)and set aside a legal reserve at 10% of the net |
Article XVI If there isprofit upon the final settlement of account of each fiscal year, the Company shall first,apart from paying all taxes as required by the law,offset any previous accumulated losses and set aside a legal reserve at 10% of the net profits, |
1. Revised wording. 2. Clearly defined “annual losses and previous unappropriated earnings” as including adjustment of the |
50
| After Amendment | Before Amendment | Note |
|---|---|---|
| profits, unless the accumulated legal reserve is equal to the total capital of the Company; then set aside special reserve shall be provided or reversed in accordance with relevant laws or regulations or as requested by the authorities in charge. The remaining net profit, plus the beginning unappropriated earnings(including adjustment of unappropriated earnings if any), apart from retained earnings allocated in part from the necessary capital for the Company's future developments,shall be distributed into dividends to shareholders according to the distribution plan proposed by the Board of Directors and submitted to the shareholders’ meeting for approval. The Dividend Policy of the Company is in consideration of business development plan, investing environment, global competiveness and the shareholders’ interest. The Dividend Policy of the Company is the distribution to shareholders with the appropriation of the amount which shall be no less than 70% of the net profit after income tax under the circumstance that there is no cumulated loss in prior years. The distribution may be executed in cash dividend and/or share dividend,and the cash dividend shall be no less than 90% of the total distributed dividends. In case there are no earnings for distribution in a certain year, or the earnings of a certain year are significantly less than the earnings actually distributed by the Company |
unless the accumulated legal reserve is equal to the total capital of the Company; then set aside special reserve shall be provided or reversed in accordance with relevant laws or regulations or as requested by the authorities in charge. The remaining net profit, plus the beginning unappropriated earnings, apart from retained earnings allocated in part from the necessary capital for the Company, shall be distributed into dividends to shareholders according to the distribution plan proposed by the Board of Directors and submitted to the shareholders’ meeting for approval. The Dividend Policy of the Company is in consideration of business development plan, investing environment, global competiveness and the shareholders’ interest. The cash dividend shall be no less than 10% of the total distributed dividends. |
unappropriated earnings amount. 3. Established specific dividend distribution policies to improve the Company's disclosure of corporate governance information. 4. Revised details of regulations governing multiple distributions of profit and cash dividends based on the resolutions of the Board of Directors meetings, in accordance with amendments to Article 228-1 and 240 of the Company Act. 5. Added rules governing resolutions regarding earnings distribution. |
51
| After Amendment | Before Amendment | Note |
|---|---|---|
| in the previous year, or considering the financial, business or operational factors of the Company, the Company |
||
may allocate a portion or all of its reserves for distribution in accordance |
||
| with relevant laws or regulations or the orders of the authorities in charge. |
||
The Company may distribute profits or compensate losses after the end of each quarter in accordance with the Company Act. In distributing earnings, payable taxes shall be estimated and allocated, while losses shall be compensated and the legal reserve deducted in accordance with the law, unless the accumulated legal reserve is equal to the Company’s paid-in capital. Cash distribution of the Company’s earnings shall only be performed with |
||
approval from the Board of Directors meeting. Distribution of the aforementioned earnings in the form of new shares shall follow the resolutions of the shareholders' meeting in accordance with regulations. |
||
| Article XIX The Articles were duly stipulated on October 24, 2001 after being agreed by all promoters, and effective after submitted to and approved by the competent authority. The Articles were duly amended on November 19, 2001 as the 1st amendment. The Articles were duly amended on May 17, 2002 as the 2nd amendment. The Articles were duly amended on May 17, 2002 as the 3rd amendment. The Articles were duly amended on May17,2002 as the 4th amendment. |
Article XIX The Articles were duly stipulated on October 24, 2001 after being agreed by all promoters, and effective after submitted to and approved by the competent authority. The Articles were duly amended on November 19, 2001 as the 1st amendment. The Articles were duly amended on May 17, 2002 as the 2nd amendment. The Articles were duly amended on May 17, 2002 as the 3rd amendment. The Articles were duly amended on May17,2002 as the 4th amendment. |
Added the date of amendment. |
52
| After Amendment | Before Amendment | Note |
|---|---|---|
| The Articles were duly amended on May 27, 2003 as the 5th amendment. The Articles were duly amended on June 27, 2003 as the 6th amendment. The Articles were duly amended on May 5, 2004 as the 7th amendment. The Articles were duly amended on June 16, 2005 as the 8th amendment. The Articles were duly amended on June 23, 2006 as the 9th amendment. The Articles were duly amended on June 19, 2008 as the 10th amendment. The Articles were duly amended on June 14, 2010 as the 11th amendment. The Articles were duly amended on June 22, 2012 as the 12th amendment. The Articles were duly amended on June 21, 2016 as the 13th amendment. The Articles were duly amended on June 13, 2017 as the 14th amendment. The Articles were duly amended on June 12, 2019 as the 15th amendment. |
The Articles were duly amended on May 27, 2003 as the 5th amendment. The Articles were duly amended on June 27, 2003 as the 6th amendment. The Articles were duly amended on May 5, 2004 as the 7th amendment. The Articles were duly amended on June 16, 2005 as the 8th amendment. The Articles were duly amended on June 23, 2006 as the 9th amendment. The Articles were duly amended on June 19, 2008 as the 10th amendment. The Articles were duly amended on June 14, 2010 as the 11th amendment. The Articles were duly amended on June 22, 2012 as the 12th amendment. The Articles were duly amended on June 21, 2016 as the 13th amendment. The Articles were duly amended on June 13, 2017 as the 14th amendment. |
53
Attachment 8
Silitech Technology Corporation
Comparison Table of Amendments to “Procedures for the Acquisition and Disposal of Assets”
| of Assets” | ||
|---|---|---|
| After Amendment | Before Amendment | Note |
| 2. Scope of Application & Domain of Applications 2.1 Scope of Application 2.1.1 Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 2.1.2 Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment. 2.1.3 Memberships. 2.1.4 Patents, copyrights, trademarks, franchise rights and other intangible assets. 2.1.5Right-of-use assets. 2.1.6Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 2.1.7Derivatives. 2.1.8 Assets acquired or |
2. Scope of Application & Domain of Applications 2.1 Scope of Application 2.1.1 Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 2.1.2 Real property (including land, houses and buildings, investment property, rights to use land, and construction enterprise inventory) and equipment. 2.1.3 Memberships. 2.1.4 Patents, copyrights, trademarks, franchise rights and other intangible assets. 2.1.5 Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 2.1.6 Derivatives. 2.1.7 Assets acquired or |
1. In compliance with amendments to the competent authority's regulations, added regulations regarding “right-of-use assets” to section 2.1.5; expanded the scope of “right-of-use assets”; and deleted relatively narrower regulations regarding “rights to use land” from 2.1.2. 。2. Removed 2.1.5~2.1.8 to 2.1.6~2.1.9. |
54
| After Amendment | After Amendment | After Amendment | Before Amendment | Note |
|---|---|---|---|---|
| disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 2.1.9Other major assets. |
disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 2.1.8 Other major assets. |
|||
| 3. Definitions 3.1 Financial Derivatives: Derivatives as defined in this procedure shall refer to Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives.The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. |
3. Definitions 3.1 Financial Derivatives: Derivatives as defined in this procedure shall refer to Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived fromassets, interest rates,foreign exchange rates,indexes or other interests; or hybrid contracts combining the above derivatives..The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements. |
In compliance with amendments to the competent authority's regulations, the scope of derivatives and wording thereof were revised, particularly the definition of financial instruments provided in International Financial Reporting Standard 9. |
||
rating or credit index, or other |
||||
variable; or hybrid contracts combining the above contracts; or hybrid contracts |
||||
or structured products containing embedded derivatives.The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. |
||||
| 3.2 Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act,Financial |
3.2 Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act,Financial |
Corrected the article cited in section 3.2 as “Article 156-3” in accordance with the amendments to the Company Act. |
55
| After Amendment | After Amendment | After Amendment | After Amendment | Before Amendment | Note |
|---|---|---|---|---|---|
| Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the CompanyAct. |
Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156,paragraph 8of the CompanyAct. |
||||
| 3.3 Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Professional appraisers, certified public accountants, lawyers or security underwriters who issue the appraisal reports, accountant’s reports, and statement of the legal counsel or security underwriters in favor of the Companyshall meet the following requirements: 3.3.1 May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of |
3.3 Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Professional appraisers, certified public accountants, lawyers or security underwriters who issue the appraisal reports, accountant’s reports, and statement of the legal counsel or security underwriters in favor of the Companyshall not be concerned with any of the parties involved in the trade. |
In compliance with amendments to the competent authority's regulations, added 3.3.1,3.3.2 and 3.3.3 on matters to be noted in public companies’ contacts with and invitations to experts, and the negative qualifications thereof. |
|||
3.3.1 |
|||||
longer for a violation of the Act, the Company Act, |
|||||
the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of |
56
| After Amendment | After Amendment | Before Amendment | Note | ||
|---|---|---|---|---|---|
| 3.3.2 | the sentence, since expiration of the period of |
||||
a suspended sentence, or since a pardon was received. May not be a related party or de facto related party of |
|||||
| 3.3.3 | |||||
any party to the transaction. If the company is required to obtain appraisal reports |
|||||
from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related |
|||||
parties or de facto related parties of each other. |
|||||
| 3.7 | Securities exchange:"Domestic securities exchange"refers to the |
None |
In compliance with amendments to the competent authority's regulations, added 3.7 and 3.8. Clearly defined domestic/overseas securities exchanges and OTC venues. |
||
| 3.8 | |||||
Taiwan Stock Exchange Corporation;"foreign securities exchange"refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located. Over-the-counter venue ("OTC venue","OTC"):"Domestic OTC |
|||||
venue"refers to a venue for OTC |
|||||
| trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange;"foreign OTC venue" |
|||||
refers to a venue at a financial institution that is regulated by the |
|||||
foreign competent authority and that is permitted to conduct securities business. |
57
| After Amendment | After Amendment | After Amendment | After Amendment | Before Amendment | Before Amendment | Before Amendment | Before Amendment | Note | |
|---|---|---|---|---|---|---|---|---|---|
| 4. | 4.Limits on the investments of realty not for business use and marketable securities the Company and respective subsidiary may acquire the aforementioned assets in accordance with the following limits: The Company Investment holding Company Other subsidia ries Realty not for business use 15% of the net worth 5% of the net worth of parent Investment of marketable securities 150% of the net worth 100% of the net worth of subsidiary 10% of the net worth of parent Amount of investment on individual security 50% of the net worth 100% of the net worth of subsidiary 5% of the net worth of parent |
Included relevant “right-of-use assets” in the calculation of acquisition limits, and made revisions based on the requirements of the Companies’ operations. |
|||||||
| The Company |
Investment holding Company |
Other subsidia ries |
The Company |
Investment holding Company |
Other subsidia ries |
||||
| Realty not for business useand right-of-us e assets thereof |
15% of the net worth |
5% of the net worth of parent |
Realty not for business use |
15% of the net worth |
5% of the net worth of parent |
||||
| Investment of marketable securities |
150% of the net worth |
100% of the net worth of subsidiary |
10% of the net worth of parent |
Investment of marketable securities |
150% of the net worth |
100% of the net worth of subsidiary |
10% of the net worth of parent |
||
| Amount of investment on individual security |
100%of the net worth |
100% of the net worth of subsidiary |
5% of the net worth of parent |
Amount of investment on individual security |
50% of the net worth |
100% of the net worth of subsidiary |
5% of the net worth of parent |
||
| 6. | Acquisition or disposal of realty or equipmentor right-of-use assets thereof 6.1 Evaluation and Operation Process The Company may buy or sell realty, equipmentor right-of-use assets thereofin accordance with the regulations governing the Property, Plant and Equipment cycle under the Company’s internal control system. 6.2 Decision-MakingProcess on |
6. Acquisition or disposal of realty or equipment 6.1 Evaluation and Operation Process The Company may buy or sell realty and equipment in accordance with the regulations governing the Property, Plant and Equipment cycle under the Company’s internal control system. 6.2 Decision-Making Process on the terms and conditions of trade and authorized limit of |
In compliance with amendments to the competent authority's regulations: 1. Added regulation regarding “right-of-use assets”. 2. Exemption from acquiring expert opinions is restricted to transactions with “domestic” government |
58
After Amendment Before Amendment Note the terms and conditions of investment authorities. trade and authorized limit of 6.2.2 For the acquisition or Transactions investment disposition of involving foreign 6.2.2 For the acquisition or equipment, the governments are disposition of respective department outside the scope right-of-use assets and shall make an inquiry, of exemption. equipment, the compare the offer, 3. Revised wording respective department negotiate on the price in 6.3.1. shall make an inquiry, or submit to bidding. compare the offer, The limit shall be negotiate on the price based on the signature or submit to bidding. of authority. The limit shall be 6.3 In acquiring or disposing of based on the signature real property or equipment of authority. where the transaction amount 6.3 In acquiring or disposing of reaches 20 percent of the real property, equipment, or Company’s paid-in capital or right-of-use assets thereof NT$300 million or more, the where the transaction amount Company, unless transacting reaches 20 percent of the with a government agency, company’s paid-in capital or engaging others to build on NT$300 million or more, the its own land, engaging others company, unless transacting to build on rented land, or with a domestic government acquiring or disposing of agency, engaging others to equipment for business use, build on its own land, shall obtain an appraisal engaging others to build on report prior to the date of rented land, or acquiring or occurrence of the event from disposing of equipment or a professional appraiser and right-of-use assets thereof held shall further comply with the for business use, shall obtain following provisions: an appraisal report prior to the 6.3.1 Where due to special date of occurrence of the event circumstances it is from a professional appraiser necessary to give a and shall further comply with limited price, specified the following provisions: price, or special price 6.3.1 Where due to special as a reference basis for circumstances it is the transaction price, necessary to give a the transaction shall be limited price, specified submitted for approval price, or special price as in advance by the a reference basis for the board of directors, and transaction price, the the same procedure transaction shall be shall be followed for
59
| After Amendment | After Amendment | After Amendment | Before Amendment | Before Amendment | Note | |
|---|---|---|---|---|---|---|
| submitted for approval in advance by the board of directors; the same procedure shallalsobe followedwhenever there is any subsequent change to the terms and conditions of the transaction. |
any futurechanges to the terms and conditions of the transaction. |
|||||
| 7. The Acquisition or Disposition of intangible assets or right-of-use assets thereof or memberships 7.1 Evaluation and Operation Process The Company may buy or sell intangible assets or right-of-use assets thereof or membershipswith the presentation of relevant appraisal reports and carried out in accordance with the signature of authority of the Company and the following procedure. |
7. |
The Acquisition or Disposition of memberships or intangible assets 7.1 Evaluation and Operation Process The Company may buy or sell memberships or intangible assetswith the presentation of relevant appraisal reports and carried out in accordance with the signature of authority of the Company and the following procedure. |
In compliance with amendments to the competent authority's regulations, added regulation regarding “right-of-use assets” and revised wording thereof. |
|||
7.1 |
||||||
| 7.2.1 | In acquiring or disposing of memberships, the respective department shall consult the fair market price for determining the terms and conditions of the deal and the price. An analysis report for such purpose shall be compiled and submitted for Vice Chairman’sapproval. If the amount of transaction falls below 1% of the Company’s paid in capital or NT$3 million, it shall be submitted for approval by the board chairman and presented to the nearest board session for recognition. For transaction values exceeding NT$3 million, submit for the approval from |
7.2.1 |
In acquiring or disposing of memberships, the respective department shall consult the fair market price for determining the terms and conditions of the deal and the price. An analysis report for such purpose shall be compiled and submitted forthe Group CEO’sapproval. If the amount of transaction falls below 1% of the Company’s paid in capital or NT$3 million, it shall be submitted for approval by the board chairman and presented to the nearest board session for recognition. For transaction values exceeding NT$3 million, submit for the approval from |
Amended in accordance with adjustments to the Company's internal organization. |
60
| After Amendment | Before Amendment | Before Amendment | Note | |
|---|---|---|---|---|
| the board in advance. | the board in advance. | |||
| 7.2.2 | In acquiring or disposing of intangible assetsor right-of-use assets thereof,the respective department shall consult the appraisal reports issued by professional appraisers or the fair market price for determining the terms and conditions of the deal and the price. An analysis report for such purpose shall be compiled and submitted for approval by the board chairman. If the transaction amount falls below 10% of the Company’s paid in capital or NT$20 million, submit for the board chairman’s approval and present to the nearest board session for recognition. For transaction values exceeding NT$20 million, submit for the approval of the board in advance. |
7.2.2 In acquiring or disposing of intangible assets, the respective department shall consult the appraisal reports issued by professional appraisers or the fair market price for determining the terms and conditions of the deal and the price. An analysis report for such purpose shall be compiled and submitted for approval by the board chairman. If the transaction amount falls below 10% of the Company’s paid in capital or NT$20 million, submit for the board chairman’s approval and present to the nearest board session for recognition. For transaction values exceeding NT$20 million, submit for the approval of the board in advance. |
In compliance with amendments to the competent authority's regulations, added regulations regarding “right-of-use assets”. |
|
| 7.3 The Company acquires or disposes ofintangible assets or right-of-use assets thereof or membershipsand the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with adomestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction |
7.3 |
The Company acquires or disposes ofmemberships or intangible assetsand the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price;the CPA shall complywith |
In compliance with amendments to the competent authority's regulations: 1. Added regulations regarding “right-of-use assets”. 2. Exemption from acquiring CPA’s opinion on the reasonableness of the transaction |
61
| After Amendment | Before Amendment | Note |
|---|---|---|
| price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. |
the provisions of Statement of Auditing Standards No. 20 published by the ARDF. |
price is restricted to transactions with “domestic” government authorities. Transactions involving foreign governments are outside the scope of exemption. |
| 9. Related Party Transactions 9.2 Evaluation and Operation Process The Company intends to acquire or dispose of real propertyor right-of-use assets thereoffrom or to a related party, or when it intends to acquire or dispose of assets other than real propertyor right-of-use assets thereoffrom or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company’s total assets, or NT$300 million or more, except in trading of domesticgovernment bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises (SITE), the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been and approved by the audit committee and resolved by |
9. Related Party Transactions 9.2 Evaluation and Operation Process The Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company’s total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises (SITE), the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been and approved by the audit committee and resolved by the board of directors: |
In compliance with amendments to the competent authority's regulations: 1. Added regulation regarding “right-of-use assets” and revised wording thereof. 2. Restricted exemption from submission to the Audit Committee and the Board of Directors for approval to “domestic” government bonds. “Foreign” government bonds are outside the scope of exemption. |
62
| After Amendment | Before Amendment | Note | ||
|---|---|---|---|---|
| the board of directors: | ||||
| 9.2.3 | With respect to the acquisition of real propertyor right-of-use assets thereoffrom a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with section 9.3. |
9.2.3 | With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with section 9.3. |
In compliance with amendments to the competent authority's regulations, added regulation regarding “right-of-use assets” and revised wording thereof. |
| 9.2.7 | Restrictive covenants and other important stipulations associated with the transaction. With respect tothe types of transactions listed below, when |
9.2.7 |
Restrictive covenants and other important stipulations associated with the transaction. With respect tothe acquisition or disposal of business-use equipment between the Company and its parent or subsidiaries,the Company’s board of directors may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting. |
In compliance with amendments to the competent authority's regulations, the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent, the chairman may be authorized to decide the transaction of acquisition or disposal of equipment or right-of-use assets thereof held for business use or real property right-of-use assets held for business use. |
to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly |
||||
or indirectly holds 100 percent of the issued shares or authorized capital,the Company’s board of directors may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting: (1) Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (2) Acquisition or disposal of real property right-of-use assets held for business use. |
63
| After Amendment | After Amendment | Before Amendment | Note |
|---|---|---|---|
| 9.3 Assessment on the cost of transaction 9.3.1 The Company that acquires real propertyor right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means: 9.3.2 Where land and structures thereupon are combined as a single property purchasedor leasedin one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in section 9.3.1. 9.3.3 The Company that acquires real propertyor right-of-use assets thereof from a related party and appraises the cost of the real propertyor right-of-use assets thereof in accordance with 9.3.1 and 9.3.2 shall also engage a CPA to check the appraisal and render a specific opinion. |
9.3 Assessment on the cost of transaction 9.3.1 The Company that acquires real property from a related party shall evaluate the reasonableness of the transaction costs by the following means: 9.3.2 Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in section 9.3.1. 9.3.3 The Company that acquires real property from a related party and appraises the cost of the real property in accordance with 9.3.1 and 9.3.2 shall also engage a CPA to check the appraisal and render a specific opinion. |
In compliance with amendments to the competent authority's regulations, added regulation regarding “right-of-use assets”. |
|
| 9.3.4 | Where the Company acquires real propertyor right-of-use assets thereoffrom a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with section 9.2 and do not apply section 9.3.1 to section 9.3.3: 9.3.4.1 The relatedparty |
9.3.4 Where the Company acquires real property from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with section 9.2 and do not apply section 9.3.1 to section 9.3.3: 9.3.4.1 The related party acquired the real |
In compliance with amendments to the competent authority's regulations: 1. Added regulation regarding “right-of-use assets”. 2. With considerations of |
64
| After Amendment | After Amendment | After Amendment | Before Amendment | Note | |
|---|---|---|---|---|---|
| 9.3.4.2 9.3.4.4 |
acquired the real propertyor right-of-use assets thereofthrough inheritance or as a gift. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereofto the signing date for the current transaction. The real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in |
the real or right-of-use |
property through inheritance or as a gift. 9.3.4.2 More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property to the signing date for the current transaction. |
overall business planning between parent companies and subsidiaries or between 100% owned subsidiaries, and the possibility of collective leasing of real estate followed by subletting, Section 9.3.4.4 was added. Such transactions need not apply regulations regarding assessments of transaction price reasonableness. |
|
which it directly or indirectly holds 100 percent of the issued shares or authorized capital. |
|||||
| 9.3.5.1.2 Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market saleor leasingpractices. |
9.3.5.1.2 Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices. |
In compliance with amendments to the competent authority's regulations, imputation and estimation of the reasonableness of transaction prices for real estate or right-of-use assets acquired from related parties may use leasing transactions performed by non-related parties in neighboring areas within the preceding year as references. |
65
| After Amendment | After Amendment | Before Amendment | Before Amendment | Before Amendment | Note | |
|---|---|---|---|---|---|---|
| Delete | 9.3.5.1.3 | Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms |
In compliance with amendments to the competent authority's regulations, combined the section to 9.3.5.1.2. |
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| are similar after calculation | ||||||
| of reasonable price discrepancies among floors |
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in accordance with standard |
||||||
| property leasing market practices. |
||||||
| 9.3.5.2 | Where the Company acquiring real property,or obtaining real property right-of-use assets through leasing,from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involvingneighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. |
9.3.5.2 | Where the Company acquiring real property from a related party provides evidence that the terms of the transaction are similar to the terms oftransactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. |
In compliance with amendments to the competent authority's regulations, added regulation regarding “right-of-use assets”. |
||
| 9.3.5.3 | Completed transactions involvingneighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactionsinvolving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50percent of the |
9.3.5.3 |
Completed transactionsfor neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactionforsimilarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of thepropertyin the |
In compliance with amendments to the competent authority's regulations, added regulation regarding “right-of-use assets”. |
66
| After Amendment | Before Amendment | Note | ||
|---|---|---|---|---|
| property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real propertyor obtainment of the right-of-use assets thereof. |
planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property. |
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| 9.3.6 | Where the Company acquires real propertyor right-of-use assets thereoffrom a related party and the results of appraisals conducted in accordance with section 9.3.1 and section 9.3.5 are uniformly lower than the transaction price, the following steps shall be taken: 9.3.6.1 A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real propertyor right-of-use assets thereoftransaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities and |
9.3.6 Where the Company acquires real property from a related party and the results of appraisals conducted in accordance with section 9.3.1 and section 9.3.5 are uniformly lower than the transaction price, the following steps shall be taken: 9.3.6.1 A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent |
In compliance with amendments to the competent authority's regulations, included real estate and right-of-use assets acquired through lease from related parties within regulations regarding estimated costs being lower than transaction prices. |
67
| After Amendment | Before Amendment | Note | |
|---|---|---|---|
| Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company’s equity stake in the other company. |
with the share of public company’s equity stake in the other company. |
||
| 9.3.7 | The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchasedor leasedat a premium, or they have been disposed of,or the leasing contract has been terminated,or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. When the Company obtains real property or right-of-use assets thereof from a related party, it shall also comply with section 9.3.6 if there is other evidence indicating that the acquisition was not an arm’s length transaction. |
The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. When the Company obtains real property from a related party, it shall also comply with section 9.3.6 if there is other evidence indicating that the acquisition was not an arm’s length transaction. |
1. In compliance with amendments to the competent authority's regulations, revised wording thereof. 2. Amended section numbering to 9.3.7. |
| 11.1.4.4 Audit: Conduct regular audit, monitor the derivative trade and present audit report toVice Chairman, audit committee and board members. |
11.1.4.4 Audit: Conduct regular audit, monitor the derivative trade and present audit report tothe Group CEO, audit committee and board members. |
Amended in accordance with adjustments to the Company's internal organization. |
68
| After Amendment | Before Amendment | Note |
|---|---|---|
| 14. Procedure for announcement: 14.1 Acquisition or disposal of real propertyor right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real propertyor right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company’s total assets, or NT$300 million or more; provided, this shall not apply to trading ofdomestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises (SITE). 14.3 Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. 14.4 Where equipmentor right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: 14.5 Where land is acquired |
14. Procedure for announcement: 14.1 Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company’s total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises (SITE). 14.3 Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. 14.4 Wherethe type of asset acquired or disposed is equipment for business use, the trading counterparty is not a related party, and the transaction amount meets any of the following criteria: 14.5 Where land is acquired under an arrangement on engaging others to build on the Company’s own land, engagingothers to build on |
In compliance with amendments to the competent authority's regulations: 1. Added regulation regarding “right-of-use assets”. 2. Exemption from public announcement and declaration is restricted to “domestic” government bonds acquired from or disposed with related parties; “foreign” government bonds do not fall within the scope of exemption. 3. Revised wording. |
69
| After Amendment | After Amendment | Before Amendment | Note |
|---|---|---|---|
| under an arrangement on engaging others to build on the Company’s own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale,and furthermore the transaction |
rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction reaches NT$500 million. |
||
| counterparty is not a related | |||
party,and the amount the Company expects to invest in the transaction reaches NT$500 million. |
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| 14.6.1 Trading ofdomestic government bonds. 14.6.2 Where done by professional investors - securities trading on securities exchanges or OTC markets, or subscription of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market,or subscription or redemption of securities investment trust funds or futures trust funds,or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. |
14.6.1 Trading of government bonds. 14.6.2 Where done by professional investor - securities trading on domestic or overseas securities exchanges or OTC markets, or subscription of ordinary corporate bonds or general bank debentures without equity characteristics that are offered and issued in thedomesticprimary market, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. |
In compliance with amendments to the competent authority's regulations: 1. Exemption from public announcement and declaration is restricted to “domestic” government bonds acquired from or disposed with related parties; “foreign” government bonds do not fall within the scope of exemption. 2. Revised wording. |
70
| After Amendment | Before Amendment | Note | |
|---|---|---|---|
| 14.7.3 | The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. |
14.7.3 The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property within the same development project within the preceding year. |
In compliance with amendments to the competent authority's regulations, added regulation regarding “right-of-use assets”. |
| 14.8 One year shall be defined as the period from the day of transaction to calendar year in retrospect. Transactions already announced under the “Criteria for The Acquisition or Disposition of Assets by Public Companies” shall not be included. The Company shall report to the FSC the status of derivative trade conducted by thecompanyand its subsidiaries which are not public company in the country of the month in the required format to the required website by the 10th day of the next month. When the company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. The Company shall retain related contracts, meeting minutes, record books, appraisal reports, statements of opinions expressed by public auditors, |
14.8 One year shall be defined as the period from the day of transaction to calendar year in retrospect. Transactions already announced under the “Criteria for The Acquisition or Disposition of Assets by Public Companies” shall not be included. The Company shall report to the FSC the status of derivative trade conducted by the Company and its subsidiaries which are not public company in the country of the month in the required format to the required website by the 10th day of the next month. When the company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. The Company shall retain related contracts, meeting minutes, record books, appraisal reports, statements of opinions expressed by public auditors, |
In compliance with amendments to the competent authority's regulations, revised wording thereof. |
71
| After Amendment | Before Amendment | Note |
|---|---|---|
| lawyers and/or security underwriters in its office for five years unless otherwise required by law. |
lawyers and/or security underwriters in its office for five years unless otherwise required by law. |
|
| 17. The paid-in capital or total assets of the Company shall be the standard for determining whether or not a subsidiary referred to in the preceding section is subject to section 14 requiring a public announcement and regulatory filing in the event the type of transaction specified therein. (The total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.) |
17. The paid-in capital or total assets of the Company shall be the standard for determining whether or not a subsidiary referred to in the preceding section is subject to section 14 requiring a public announcement and regulatory filing in the event the type of transaction specified therein reaches20 percent ofpaid-in capital or10 percent ofthe total assets. (The total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.) |
With regard to the threshold for announcement or filing by subsidiaries prescribed (paid-in capital or total assets), the calculation basis for the threshold shall be the paid-in capital or total assets of the Company. |
72
Attachment 9
Silitech Technology Corporation
Comparison Table of Amendments to “Regulations Governing Loaning of Funds and Making of Endorsements /guarantees”
| After Amendment | Before Amendment | Note |
|---|---|---|
| 1.2 The counterparty and condition of loaning funds 1.2.1The Company may loan funds to a company which should meet the any one of following condition :1.2.1.1A company with which it does business. 1.2.1.2A company in which the Company directly and indirectly holds more than 50 percent of the voting shares has the necessity of short-term financing facility. 1.2.1.3In addition to the provisions of the preceding paragraph, a company has the necessity of financing facility for short -term purchasing material, short-term financial business funding needs or capital expenditures and the necessity of working capital and no bad credit record. 1.2.2The term “short-term” as used in the preceding paragraph means oneyear. |
1.2 The counterparty and condition of loaning funds The Company may loan funds to a company which should meet the any one of following condition :1.2.1 A company with which it does business. 1.2.2 A company in which the Company directly and indirectly holds more than 50 percent of the voting shares has the necessity of short-term financing facility. 1.2.3 In addition to the provisions of the preceding paragraph, a company has the necessity of financing facility for short -term purchasing material, short-term financial business funding needs or capital expenditures and the necessity of working capital and no bad credit record. The term “short-term” as used in the preceding paragraph means one year. |
Modified item numbering. |
| 1.3 The scope and counterparty of endorsements/guarantees |
1.3 The scope and counterparty of endorsements/guarantees |
Modified item numbering. |
73
After Amendment Before Amendment Note 1.3.1 The term 1.3.1 The term “endorsements/guarantees” “endorsements/guarantees” as used in the Regulations as used in the Regulations refers to the following: refers to the following: (1.3.1.1 to 1.3.1.3 omitted) (1.3.1.1 to 1.3.1.3 omitted) 1.3.1.4 Any creation by the Any creation by the Company of a Company of a pledge or mortgage on its chattel pledge or mortgage or real property as security for the on its chattel or real loans of another company shall property as security also comply with the Regulation. for the loans of 1.3.2 omitted another company Where the Company fulfills its shall also comply contractual obligations by with the Regulation. providing mutual 1.3.2 omitted endorsements/guarantees for 1.3.3 Where the Company fulfills Where the Company fulfills another company in the same its contractual obligations industry or for joint builders for by providing mutual purposes of undertaking a endorsements/guarantees construction project, or where all for another company in the capital contributing shareholders same industry or for joint make endorsements/ guarantees builders for purposes of for their jointly invested company undertaking a construction in proportion to their shareholding project, or where all capital percentages, or where companies contributing shareholders in the same industry provide make endorsements/ among themselves joint and guarantees for their jointly several security for a performance invested company in guarantee of a sales contract for proportion to their pre-construction homes pursuant shareholding percentages, to the Consumer Protection Act or where companies in the for each other, such same industry provide endorsements/guarantees may be among themselves joint made free of the restriction of the and several security for a preceding paragraphs. performance guarantee of a Capital contribution referred to in sales contract for the preceding paragraph shall pre-construction homes mean capital contribution directly pursuant to the Consumer by the Company, or through a Protection Act for each company in which the Company other, such holds 100% of the voting shares.
1.3.2 omitted 1.3.3 Where the Company fulfills Where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other, such endorsements/guarantees may be made free of the restriction of the preceding paragraphs.
74
| After Amendment | Before Amendment | Note | |||
|---|---|---|---|---|---|
| 1.3.4Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the Company, or through a company in which the Company holds 100% of the votingshares. |
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| 2.1 Reasons and necessity for loaning funds In loaning funds to1.2.1.1a borrower who has business transactions with the Company, the reason and necessity for loaning funds shall be specified. In loaning funds to a borrower pursuant to 1.2.1.2, and 1.2.1.3. of this regulation, the reason and the status shall be stated. |
2.1 | Reasons and necessity for loaning funds In loaning funds to a borrower who has business transactions with the Company, the reason and necessity for loaning funds shall be specified, and the amount of loan shall not exceed the total amount of business |
1. Revised wording. 2. Incorporated the limit of loaning funds to a borrower who has business transactions with the Company into section 2.2.3. |
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| transactions with such a borrower in | |||||
| one year.In loaning funds to a borrower pursuant to 1.2.2 and 1.2.3 of this regulation, the reason and the status shall be stated. |
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| 2.2.2 | In loaning funds to a subsidiary where the Company holds less than 50% of its common shares directly or indirectly, the aggregate amount of loans and the maximum amount permitted to such asinglesubsidiary shall not exceed5% of the net worth of the Company as stated in the most recent financial statement. For a subsidiary where the Company holds more than 50% of its common shares directly or indirectly, the aforementioned restriction shall not be applicable; however, the aggregate amount of loans and the maximum amount permitted to such a single subsidiaryshall not exceed 40% of the net worth of the Company as stated in the most recent financial statement. |
2.2.2 In loaning funds to a subsidiary where the Company holds less than 50% of its common shares directly or indirectly, thetotal amount of loans to such a subsidiary shall not exceed 40% of the paid in capital of the subsidiary.For a subsidiary where the Company holds more than 50% of its common shares directly or indirectly, the aforementioned restriction shall not be applicable; however, the amount of loans to such a subsidiary shall not exceed 40% of the net worth of the Company as stated in the most recent financial statement. |
1. Modified the calculation basis for limit of loaning funds and setting the single and aggregate limits. 2. Revised wording. |
75
| After Amendment | Before Amendment | Note | |
|---|---|---|---|
| 2.2.3 | In loaning funds to a company or proprietor where the Company has business transactions, unless otherwise provided in 2.2.2,the aggregate amount of loans and the |
2.2.3 In loaning funds to a company or proprietor where the Company has business transactions or where short-term financing is needed, unless otherwise provided in 2.2.2, the total amount of loans to such a company shall not exceed 5% of the paid in capital of the borrower. |
1. Incorporated the limit of loaning funds to a borrower who has business transactions with the Company from section 2.1. 2. Modified the calculation basis for limit of loaning funds. 3. Pursuant to the Regulation, set the single limit. |
maximum amount permitted to such a single company shall not exceed 5% of the Company’s net worth as stated in the most recent financial statement, and the maximum amount permitted to such a single company shall not exceed the total amount of business transactions with such a borrower in one year.In loaning funds to a company or proprietor where short-term financing is needed,the aggregate amount of loans and the maximum amount permitted to such a single company shall not exceed 5% of the Company’s net worth as stated |
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in the most recent financial statement. |
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| 2.2.4 | Althoughloaning funds between overseas companies in which the Company’s directly and indirectly holds 100% of the voting shares or loaning funds to the Company from a foreign company in which the Company’s directly and indirectly holds 100% of the voting sharesis not limited to 40% of lender’s net worth as stated in its most recent financial statements,the lender shall establish a lending limit. |
2.2.4 Loaning funds between companies in which the Company’s directly and indirectly holds 100% of the voting shares is not limited to 40% of lender’s net worth as stated in its most recent financial statements, but not exceed to 60% of lender’s net worth as stated in its most recent financial statements. |
In accordance with the amendments of the Regulation, loaning funds to the Company from a foreign company in which the Company’s directly and indirectly holds 100% of the voting shares is not limited to the limit of 40% of lender’s net worth. |
| 2.3.1 | Inprocessingthe loaningof fund, | 2.3.1 Inprocessingthe loaningof fund, | 1. Revised |
76
After Amendment Before Amendment Note for each subject which meets the for each subject which meets the wording. aforementioned criteria, the “Loan aforementioned criteria, the “Loan 2. Modified Application Form” (Annex I) shall Application Form” shall be filled department be filled out with the operating out with the operating risks name. risks described and assessed, and described and assessed, and then then the application be filed with the application be filed with the the Company’s Treasury Unit. The Company’s Finance Department. Treasury Unit shall then evaluate The Finance Department shall the Company’s financial condition then evaluate the Company’s and the impact on shareholders’ financial condition and the impact rights and interests. If necessary, on shareholders’ rights and collateral from the borrower interests. If necessary, collateral should be requested and its value from the borrower should be evaluated. The application shall be requested and its value evaluated. assessed by the Treasury Unit and The application shall be assessed reviewed by the Legal Unit to by the Finance Department and ensure it is in line with relevant reviewed by the Legal Department laws and the requirements in this to ensure it is in line with relevant Regulation. The assessment results laws and the requirements in this shall be endorsed in accordance Regulation. The assessment with the Company’s approval results shall be endorsed in authority, and then forwarded to accordance with the Company’s the Audit Committee for the approval authority, and then approval of more than half of all forwarded to the Audit Committee members, and further to the Board for the approval of more than half of Directors for its resolution. If of all members, and further to the the approval of more than half of Board of Directors for its the Audit Committee’s members is resolution. If the approval of more not obtained, the application may than half of the Audit be approved by more than Committee’s members is not two-thirds of all the Directors, but obtained, the application may be the Audit Committee’s resolution approved by more than two-thirds should be recorded in the Board of of all the Directors, but the Audit Directors’ meeting minutes. The Committee’s resolution should be aforementioned Audit Committee recorded in the Board of members and Directors refer to Directors’ meeting minutes. The those who are incumbent. aforementioned Audit Committee members and Directors refer to those who are incumbent. 2.4.1 The tenure of loaning fund from 2.4.1 The tenure of loaning fund from In accordance the Company is limited to one the Company is limited to one with the year. The tenure of loaning fund year. The tenure of loaning fund amendments of from overseas companies in from overseas companies in the Regulation,
77
| After Amendment | Before Amendment | Note | |
|---|---|---|---|
| which the Company’s directly and indirectly holds100% of the voting shares tothe Companyor loaning fund between overseas companies in which the Company’s directly and indirectly holds100% of the voting shares is not limited to aforementioned tenure, butthe lender shall establish a tenure limit for the loaning fund. |
which the Company’s directly and indirectly holds100% of the voting shares or loaning fund between overseas companies in which the Company’s directly and indirectly holds100% of the voting shares is not limited to one year, but limited to five years. Extensions for aforementioned loaning fund shall be carried out in accordance with the requirements in 2.3.1. |
loaning funds to the Company from a foreign company in which the Company’s directly and indirectly holds 100% of the voting shares is not limited to one-year tenure. |
|
| 2.4.2 | Interests are calculated based on the Company’s cost of funding from financial institutions with 1% mark-up and shall be paid on a monthly basis. Interest for lending to companies in which the Company directly and indirectly holds 100% of is exempt from such restrictionsbut shall not be lower than the Company’s term deposit rates offered by financial institutions. |
2.4.2 Interests are calculated based on the Company’s cost of funding from financial institutions with 1% mark-up and shall be paid on a monthly basis. Interest for lending to companies in which the Company directly and indirectly holds 100% of is exempt from such restrictions. |
Set the floor limit of interest rate for loaning funds. |
| 2.5 Procedures for follow-up control of loan amounts and processing overdue claims The Company shall approve, calculate the interest of, and control loan amounts in accordance with the provisions of these Regulations. Should there be any signs indicating that a borrowing company may not be able to settle payments before maturity that any amount is unsettled at maturity, or other anomalies, the applying unit shall submit relevant proofs for handling by theLegal Unit. The Company will, in accordance with the law, take measures to preserve creditor's rights, and duly perform collections or take necessarylegal |
2.5 Procedures for follow-up control of loan amounts and processing overdue claims The Company shall approve, calculate the interest of, and control loan amounts in accordance with the provisions of these Regulations. Should there be any signs indicating that a borrowing company may not be able to settle payments before maturity that any amount is unsettled at maturity, or other anomalies, the applying unit shall submit relevant proofs for handling by the Legal Department. The Company will, in accordance with the law, take measures to preserve creditor's rights, and duly perform collections or take |
Modified department name. |
78
| After Amendment | After Amendment | Before Amendment | Note | |
|---|---|---|---|---|
| actions. | necessary legal actions. | |||
| 2.6 | Amount of endorsements / guarantees Amount of endorsements / guaranteesis subject to the following limits: 2.6.1 The total amount of endorsements / guarantees rendered by the Company shall not exceed 40% of the net worth shown on the Company’s latest financial statements. The grand total amount of endorsements / guarantees rendered by the Company and its subsidiaries to the outside corporations shall not exceed 40% of the net worth shown on the Company’s latest financial statements as well.The total amount of the endorsement/guarantee provided by the Company to any individual entity shall not exceed 30% of the Company’s net worth. 2.6.2 In case of endorsements / guarantees by the Company to a firm where the Company holds over 50% of the voting power either directlyand indirectly (1.3.2.2 and 1.3.2.3) or endorsements / guarantees with companies where the Company holds over 90% of the voting power either directly or indirectly (1.3.2.4), the total amount of individual endorsements / guarantees shall not exceed 10% of the |
2.6 Amountand durationof endorsements / guarantees Amountand durationof endorsements / guarantees as follow: 2.6.1 The total amount of endorsements / guarantees rendered by the Company shall not exceed 40% of the net worth shown on the Company’s latest financial statements. The grand total amount of endorsements / guarantees rendered by the Company and its subsidiaries to the outside corporations shall not exceed 40% of the net worth shown on the Company’s latest financial statements as well. 2.6.2 In case of endorsements / guarantees by the Company to a firm where the Company holds over 50% of the voting power either directly or indirectly (1.3.2.2 and 1.3.2.3) or endorsements / guarantees with companies where the Company holds over 90% of the voting power either directly or indirectly (1.3.2.4), the total amount of individual endorsements / guarantees shall not exceed 10% of the net worth shown through the Company’s latest financial statements. 2.6.3 The total amount of individual |
1. Revised wording. 2. Pursuant to the Regulation, setting the limit for a single entity. 3. In accordance with the operation needs, deleted the duration of endorsements/ guarantees. |
|
2.6.1 2.6.2 |
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any individual entity shall not exceed 30% of the Company’s net worth. In case of endorsements / guarantees by the Company to a firm where the Company holds over 50% of the voting power either directlyand indirectly (1.3.2.2 and 1.3.2.3) or endorsements / guarantees with companies where the Company holds over 90% of the voting power either directly or indirectly (1.3.2.4), the total amount of individual endorsements / guarantees shall not exceed 10% of the |
79
| After Amendment | Before Amendment | Before Amendment | Note | |
|---|---|---|---|---|
| net worth shown through the Company’s latest financial statements. 2.6.3 The total amount of individual endorsements/guarantees granted by the Company to a single company or among the Company and companies where the Company holds over 90% of the voting power either directly or indirectly shall not exceed 10% of the net worth shown through the Company’s latest term financial statements. Where the Company grants endorsements / guarantees to a corporation where the Company maintains a business relationship, unless otherwise prescribed in other Regulations, the amount of individual endorsements / guarantees shall be confined to the total amount of business transaction accumulated over the past twelve months and shall not exceed 5% of the paid-in capital of the guaranteed beneficiary. Delete 2.6.4 Delete 2.6.5 |
2.6.4 | endorsements/guarantees granted by the Company to a single company or among the Company and companies where the Company holds over 90% of the voting power either directly or indirectly shall not exceed 10% of the net worth shown through the Company’s latest term financial statements. Where the Company grants endorsements / guarantees to a corporation where the Company maintains a business relationship, unless otherwise prescribed in other Regulations, the amount of individual endorsements / guarantees shall be confined to the total amount of business transaction accumulated over the past twelve months and shall not exceed 5% of the paid-in capital of the guaranteed beneficiary. The duration of endorsements / guarantees granted by the Company shall be limited to one year in duration. In case the extension is required, the extension shall be duly handled in accordance with 2.7.1 and 2.7.2 of these Regulations. The endorsements / guarantees granted by the Company to a corporation where the Company holds over 90% of the voting power for the purposes of |
||
| 2.6.5 | ||||
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| After Amendment | Before Amendment | Before Amendment | Note | |
|---|---|---|---|---|
| loaning funds are free of restriction set forth in 2.6.4, provided that the duration of |
||||
the endorsements / guarantees shall not exceed a maximum of five years. |
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| 2.7.1.1 | In a case of endorsements / guarantees granted by the Company, after the Company’s Treasury Unitcompletes the prudent assessment and the LegalUnitproves through review process satisfactory to requirements of laws and ordinances concerned and these Register, and the assessment and review results are duly approved based on the specified powers, such results shall be submitted to the Audit Committee for consent by a majority vote and shall be resolved by the board of directors. If the results are not resolved by a majority vote of the Audit Committee members, the results may go ahead after being agreed upon by two-thirds majority of the total number of directors. Such decision resolved in the Audit Committee shall be recorded into the minutes of the board of directors meeting. All the aforementioned Audit Committee members and all directors refer to those incumbent ones. |
2.7.1.1 In a case of endorsements / guarantees granted by the Company, after the Company’s Financial Department completes the prudent assessment and the Legal Department proves through review process satisfactory to requirements of laws and ordinances concerned and these Register, and the assessment and review results are duly approved based on the specified powers, such results shall be submitted to the Audit Committee for consent by a majority vote and shall be resolved by the board of directors. If the results are not resolved by a majority vote of the Audit Committee members, the results may go ahead after being agreed upon by two-thirds majority of the total number of directors. Such decision resolved in the Audit Committee shall be recorded into the minutes of the board of directors meeting. All the aforementioned Audit Committee members and all directors refer to those incumbent ones. |
Modified department name. |
|
| 2.7.2.1 | In handling the Company’s endorsement guarantee matters, for each subject company which meets the aforementioned criteria,the “Endorsement |
2.7.2.1 In handling the Company’s endorsement guarantee matters, for each subject company which meets the aforementioned criteria,the “Endorsement |
1. Revised wording. 2. Modified department name. |
81
After Amendment
Guarantee Application Form” (Annex II) shall be filled out with the operating risks described and assessed, and then the application be filed with the Company’s Treasury Unit. The Treasury Unit shall evaluate the Company’s financial condition and the impact on shareholders’ rights and interests. If necessary, collateral should be requested and its value evaluated by the Treasury Unit. The Legal Unit shall ensure the endorsement guarantee is in line with relevant laws and the requirements in these Regulations. The assessment results shall be endorsed in accordance with the Company’s approval authority, and forwarded to the Audit Committee for the approval, and then to the Board of Directors for its resolution. For each case the Treasury Unit shall record in the Endorsements/ Guarantees and Lifting Register the details of matters being endorsed/guaranteed, the name of the Company being guaranteed, risk assessment results, the amount, the date of endorsement guarantee, the collateral obtained, the conditions and the date for lifting of the responsibility, and the Board resolution date. Any subsequent changes to such items should also be recorded accordingly. The Accounting Unit shall post relevant accounting entries when executing or lifting endorsements/ guarantees.
Before Amendment Note Guarantee Application Form” shall be filled out with the operating risks described and assessed, and then the application be filed with the Company’s Finance Department. The Finance Department shall evaluate the Company’s financial condition and the impact on shareholders’ rights and interests. If necessary, collateral should be requested and its value evaluated by the Finance Department. The Legal Department shall ensure the endorsement guarantee is in line with relevant laws and the requirements in these Regulations. The assessment results shall be endorsed in accordance with the Company’s approval authority, and forwarded to the Audit Committee for the approval, and then to the Board of Directors for its resolution. For each case the Finance Department shall record in the Endorsements/ Guarantees and Lifting Register the details of matters being endorsed/guaranteed, the name of the Company being guaranteed, risk assessment results, the amount, the date of endorsement guarantee, the collateral obtained, the conditions and the date for lifting of the responsibility, and the Board resolution date. Any subsequent changes to such items should also be recorded accordingly. The Finance Department shall post relevant accounting entries when
82
| After Amendment | After Amendment | Before Amendment | Note |
|---|---|---|---|
| executing or lifting endorsements/guarantees. |
|||
| 2.8.1 Should the Company be relieved from its guarantee responsibility due to full repayment of the liability involved or renewal of the relevant documents or financial instruments, the guaranteed company shall return the original documents and instruments to the Company’sTreasury Unit, which shall affix the cancellation seal onto or make void of such documents and instruments and then return them to the guaranteed company. The official letter from the guaranteed company regarding this matter should be retained for future reference. |
2.8.1 Should the Company be relieved from its guarantee responsibility due to full repayment of the liability involved or renewal of the relevant documents or financial instruments, the guaranteed company shall return the original documents and instruments to the Company’s Finance Department, which shall affix the cancellation seal onto or make void of such documents and instruments and then return them to the guaranteed company. The official letter from the guaranteed company regarding this matter should be retained for future reference. |
Modified department name. |
|
| 2.8.2 When such endorsement lifting cases happen, theTreasury Unit shall record them in the Endorsements/ Guarantees and Lifting Register and process the write-offs in order to reduce the amount of accumulated endorsement balance. |
2.8.2 When such endorsement lifting cases happen, the Finance Department shall record them in the Endorsements/ Guarantees and Lifting Register and process the write-offs in order to reduce the amount of accumulated endorsement balance. |
Modified | |
| department | |||
| name. | |||
| 3 | Assessmentand following management 3.1 when the Company loans funds to others or makes an endorsement/guarantee for others, it shall take into full consideration each director’s opinions; directors’ opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors’ meeting. 3.2If,as a result of a change in |
3 Case Assessment 3.1 when the Company loans funds to others or makes an endorsement/guarantee for others, it shall take into full consideration each director’s opinions; directors’ opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors’ meeting. 3.2 3.2.1 If, as a result of a change in circumstances,an entity |
1. Revised wording. 2. Modified item numbering. |
83
After Amendment circumstances, an entity for which loaning funds pursuant to 1.2 or an endorsement/guarantee is made pursuant to 1.3.2 does not meet the requirements of the Regulations, or due to the change of basis of the limit calculation, the endorsement/guarantee amount or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to the Audit Committee for consent by a majority vote and shall be resolved by the board of directors and shall complete the rectification according to the timeframe set out in the plan. If the results are not resolved by a majority vote of the Audit Committee members, the results may go ahead after being agreed upon by two-thirds majority of the total number of directors. Such decision resolved in the Audit Committee shall be recorded into the minutes of the board of directors meeting. All the aforementioned Audit Committee members and all directors refer to those incumbent ones. 3.3 Where the Company needs to exceed the limits set out in the Regulation for Endorsements/Guarantees to satisfy its business requirements, and where the conditions set out in the Regulation for Endorsements/Guarantees are complied with, it shall obtain approval from the board of directors and half or more of the
Before Amendment Note for which loaning funds pursuant to 1.2 or an endorsement/guarantee is made pursuant to 1.3.2 does not meet the requirements of the Regulations, or due to the change of basis of the limit calculation, the endorsement/guarantee amount or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to the Audit Committee for consent by a majority vote and shall be resolved by the board of directors and shall complete the rectification according to the timeframe set out in the plan. If the results are not resolved by a majority vote of the Audit Committee members, the results may go ahead after being agreed upon by two-thirds majority of the total number of directors. Such decision resolved in the Audit Committee shall be recorded into the minutes of the board of directors meeting. All the aforementioned Audit Committee members and all directors refer to those incumbent ones. 3.2.2 Where the Company needs to exceed the limits set out in the Regulation for Endorsements/Guarantees
84
| After Amendment | Before Amendment | Note |
|---|---|---|
| directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement/guarantee. It shall also amend the Regulation for Endorsements/Guarantees accordingly and submit the same to the shareholders’ meeting for ratification after the fact. If the shareholders’ meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit. 3.4The Company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures. 3.5The Company’s internal auditors shall audit the operational procedures and the implementation of the Regulation no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Audit Committee in writing of any material violation found. |
to satisfy its business requirements, and where the conditions set out in the Regulation for Endorsements/Guarantees are complied with, it shall obtain approval from the board of directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement/guarantee. It shall also amend the Regulation for Endorsements/Guarantees accordingly and submit the same to the shareholders’ meeting for ratification after the fact. If the shareholders’ meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit. 3.3 The Company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures. 3.4 The Company’s internal auditors shall audit the operational procedures and the implementation of the Regulation no less frequently than quarterly and prepare written records accordingly. |
85
| After Amendment | Before Amendment | Before Amendment | Before Amendment | Note | |
|---|---|---|---|---|---|
| They shall promptly notify the Audit Committee in writing of any material violation found. |
|||||
| 5.2.1 | Loaning funds | 5.2.1 Loaning funds | balance | Modified the title to match the text. |
|
(Hereinafter omitted) |
(Hereinafter omitted) |
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| 5.2.2 | Endorsement/guarantee (5.2.2.1 to 5.2.2.2 omitted) 5.2.2.3 The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees for,book value of investmentaccounted for using the equity method, and balance of loans to, such enterprise reaches 30 percent or more of the Company’s net worth as stated in its latest financial statement. |
5.2.2 Endorsement/guaranteebalance (5.2.2.1 to 5.2.2.2 omitted) 5.2.2.3 The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees for, investment of a long-term nature in, and balance of loans to, such enterprise reaches 30 percent or more of the Company’s net worth as stated in its latest financial statement. |
1. Modified the title to match the text. 2. In accordance with the amendment of regulations of the competent authority and the consideration of the “Guidelines for the Preparation of Financial Issues of Securities Issuers”, clearly defined the definition of long-term investment. |
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| 5.2.5 | Date of occurrence in these Regulations means the date of contract signing, date of payment, dates of boards of directors’ resolutions, or other date that can confirm the counterparty and monetary amount of the loaning funds or endorsement/guarantee, whichever date is earlier. 。 |
5.2.5 Date of occurrence in these Regulations means the date of contract signing, date of payment, dates of boards of directors’ resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier. |
The loaning funds or endorsement guarantee is not a “transaction” nature, revised wording. |
||
| 7 These Rules were established on May 27,2003. |
7 These Rules were established on May27,2003. |
Added the date of amendment. |
86
| After Amendment | Before Amendment | Note | |
|---|---|---|---|
| The 1st amendment was made on May 5, 2004. The 2nd amendment was made on June 16, 2005. The 3th amendment was made on June 23, 2006. The 4th amendment was made on June 19, 2009. The 5th amendment was made on June 14, 2010. The 6th amendment was made on June 22, 2012. The 7th amendment was made on June 11, 2013. The 8th amendment was made on June 12, 2019. |
The 1st amendment was made on May 5, 2004. The 2nd amendment was made on June 16, 2005. The 3th amendment was made on June 23, 2006. The 4th amendment was made on June 19, 2009. The 5th amendment was made on June 14, 2010. The 6th amendment was made on June 22, 2012. The 7th amendment was made on June 11, 2013. |
87
Attachment 10
Silitech Technology Corporation
Comparison Table of Amendments to “Rules Governing the Election of Directors”
| After Amendment | Before Amendment | Note |
|---|---|---|
| Article 2 The cumulative voting method shall be used for election of the Company’s directors. 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. Shareholder numbers or attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. The overall composition of the board of directors shall be taken into consideration in the selection of the Company’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: A. Basic requirements and values: Gender, age, nationality,race or ethnic groupand culture. B. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience. Each board member shall have the necessary knowledge, skill, and experience to perform his/her duties. The abilities that must be present in the board as a whole are as follows: A. Abilityto make sound business |
Article 2 The cumulative voting method shall be used for election of the Company’s directors. 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. Shareholder numbers or attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. The overall composition of the board of directors shall be taken into consideration in the selection of the Company’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: A. Basic requirements and values: Gender, age, nationality, and culture. B. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience. Each board member shall have the necessary knowledge, skill, and experience to perform his/her duties. The abilities that must be present in the board as a whole are as follows: A. Abilityto make sound business |
In order to improve corporate governance, added the standards for directors’ diversity. |
88
| After Amendment | Before Amendment | Note |
|---|---|---|
| judgments. B. Ability to perform accounting and financial analysis. C. Ability to manage a business. D. Ability to handle crisis management. E. Knowledge of the industry. F. An international market perspective. G. Leadership ability. H. 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. |
judgments. B. Ability to perform accounting and financial analysis. C. Ability to manage a business. D. Ability to handle crisis management. E. Knowledge of the industry. F. An international market perspective. G. Leadership ability. H. 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. |
|
| Article 4 During the two years before being elected or during the term of office, independent directors of the Company may not have been or be any of the following: A. An employee of the Company or any of its affiliates. B. A director or supervisor of the Company or any of its affiliates. Exception shall apply to independent directors established by the Company or parent company or its subsidiary pursuant to the Securities and Exchange Act or local laws and regulations. C. A natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of issued shares of the Company, or ranks among the ten largest natural-person shareholders. D. A spouse,relative within the second |
Article 4 During the two years before being elected or during the term of office, independent directors of the Company may not have been or be any of the following: A. An employee of the Company or any of its affiliates. B. A director or supervisor of the Company or any of its affiliates. Exception shall apply to independent directors established by the Company or parent company or its subsidiary pursuant to the Securities and Exchange Act or local laws and regulations. C. A natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of issued shares of the Company, or ranks among the ten largest natural-person shareholders. D. A spouse,relative within the second |
Pursuant to “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, amending the seventh subparagraph of the first paragraph. |
89
After Amendment
Before Amendment
degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.
degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.
E. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company or of a corporate shareholder that ranks among the top five in shareholdings.
E. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company or of a corporate shareholder that ranks among the top five in shareholdings.
F. A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company.
F. A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company.
Note
G. A professional individual who, or an G. A professional individual who, or an owner, partner, director, supervisor, owner, partner, director, supervisor, or officer of a sole proprietorship, or officer of a sole proprietorship, partnership, company, or institution partnership, company, or institution that, provides commercial, legal, that, provides commercial, legal, financial, accounting services or financial, accounting services or consultation to the Company or to consultation to the Company or to any affiliate of the Company, or a any affiliate of the Company, or a spouse thereof; provided, this spouse thereof, provided that this restriction does not apply to a restriction does not apply to any member of the remuneration member of the remuneration committee, public tender offer committee who exercises powers review committee, or special pursuant to Article 7 of the committee for merger/consolidation Regulations Governing the and acquisition, who exercises Establishment and Exercise of powers pursuant to the Regulations Powers of Remuneration Governing Appointment of Committees of Companies Whose Independent Directors and Stock is Listed on the TWSE or Compliance Matters for Public Traded on the GTSM or to the Companies or to the Business Business Mergers and Acquisitions Mergers and Acquisitions Act or Act or related laws or regulations. related laws or regulations. (Omitted below) (Omitted below) Article 5 Article 5 In accordance The election of directors (including The election of directors (including with the independent directors) of the Company independent directors) of the Company amendment of
90
| After Amendment | Before Amendment | Note |
|---|---|---|
| is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, that such system shall be expressly stated in the Articles of Incorporation of the Company, and that shareholders shall elect directors (including independent directors) from among the those listed in the slate of director candidates. When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s articles of incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. Where the number of independent directors falls below the minimum specified in the proviso under Article 14-2, Paragraph 1 of the Securities and Exchange Act and fails to satisfy the provisions in the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, a by-election shall be held at the next |
is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, that such system shall be expressly stated in the Articles of Incorporation of the Company, and that shareholders shall elect directors (including independent directors) from among the those listed in the slate of director candidates.Regarding review of director (and independent director) candidate qualifications, education, experience, circumstances in Article 30 |
Article 192-1 of Company Act: 1. Removed review procedure for the nominees of the directors from the board of directors or other convener - deleted the second half of the first paragraph and the eighth paragraph, and amended the seventh paragraph. 2. Simplified the nomination procedures - amended the sixth paragraph and the tenth paragraph. |
of the Company Act exists, documentary proof of other qualifications cannot be additionally listed without completing the appropriate procedures. Review results shall be presented to the shareholders as |
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a basis for the consideration and election of suitable directors (including |
||
independent directors). When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s articles of incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. Where the number of independent directors falls below the minimum specified in the proviso under Article 14-2, Paragraph 1 of the Securities and Exchange Act and fails to satisfy the provisions in the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, a by-election shall be held at the next |
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After Amendment Before Amendment Note shareholders’ meeting. In the event that shareholders’ meeting. In the event that all the independent directors have been all the independent directors have been discharged, an extraordinary discharged, an extraordinary shareholders’ meeting shall be shareholders’ meeting shall be convened to hold a by-election within convened to hold a by-election within sixty days from the date of such sixty days from the date of such occurrence. The Company shall prior to occurrence. The Company shall prior to the book closure date before the the book closure date before the convening of the shareholders’ meeting, convening of the shareholders’ meeting, publish a notice specifying a period for publish a notice specifying a period for receiving nominations of director receiving nominations of director (including independent director) (including independent director) candidates, the number of directors candidates, the number of directors (including independent directors) to be (including independent directors) to be elected, the place for receiving such elected, the place for receiving such nominations, and other necessary nominations, and other necessary matters; the period for receiving matters; the period for receiving nominations shall be not less than 10 nominations shall be not less than 10 days. The Company may present a slate days. The Company may present a slate of director (including independent of director (including independent director) candidates nominated by the director) candidates nominated by the methods set out below, and, upon methods set out below, and, upon evaluation by the board of directors that evaluation by the board of directors that all candidates so nominated are all candidates so nominated are qualified director (including qualified director (including independent director) candidates, independent director) candidates, submit it to the shareholders’ meeting submit it to the shareholders’ meeting for elections: for elections: A. A shareholder holding one percent or A. A shareholder holding one percent more of the total number of issued or more of the total number of issued shares may present a slate of director shares may present a slate of director (including independent director) (including independent director) candidates in writing to the candidates in writing to the Company; the number of nominees Company; the number of nominees may not exceed the number of may not exceed the number of directors (including independent directors (including independent directors) to be elected. directors) to be elected. B. The board of directors presents a B. The board of directors presents a slate of director (including slate of director (including independent director) candidates; the independent director) candidates; the number of nominees may not exceed number of nominees may not exceed the number of directors (including the number of directors (including independent directors) to be elected. independent directors) to be elected. C. Otherwise as designated by the C. Otherwise as designated by the
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| After Amendment | Before Amendment | Before Amendment | Note |
|---|---|---|---|
| competent authority. The roster of director candidates submitted by a shareholder and the board of directors as prescribed in the preceding paragraph shall describe the name, education background and past work experience of the director candidates. The board of directors, or other person having the authority to call a shareholders’ meeting, except under any of the following circumstances, all qualified nominees shall be included in the slate of director (including independent director) candidates: A. Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations. B. Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company under Article 165, paragraph 2 or 3 of the Company Act. C. Where the number of nominees exceeds the number of directors (including independent directors) to be elected. D.Where the roster of director candidates submitted by a shareholder fails to describe the name, education background and past work experience of the director |
competent authority. When providing a recommended slate of candidates under the preceding paragraph, a shareholder or the board of |
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directors shall include in the documentation attached thereto each nominee’s name, educational background, work experience, a written |
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undertaking indicating the nominee’s consent to serve as a director (including |
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independent director) if elected as such, |
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a written statement that none of the circumstances in Article 30 of the Company Act exists, and other relevant |
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documentary proof. The board of directors, or other person having the authority to call a shareholders’ meeting,shall review the qualifications of each director (including independent director) nominee;except under any of the following circumstances, all qualified nominees shall be included in the slate of director (including independent director) candidates: A. Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations. B. Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company under Article 165, paragraph 2 or 3 of the Company Act. C. Where the number of nominees exceeds the number of directors (including independent directors) to be elected. D.Where the relevant documentary proof required under the preceding paragraph is not attached. |
or other person call a shall review the |
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| After Amendment | Before Amendment | Note | |
|---|---|---|---|
| candidates. If an independent director candidate included by the Company under the provisions of the preceding paragraph has already served as an independent director of the Company for three consecutive terms or more, the Company shall publicly disclose, together with the roster of director candidatesunder the preceding paragraph, the reasons why the candidate is nominated again for the independent directorship, and present the aforementioned reasons to the shareholders at the time of the election at the shareholders’ meeting. The Company shall announce the slate of director (including independent director) candidates and their education and experience at least 40 days prior to the upcoming shareholders’ meeting or 25 days prior to the upcoming extraordinary shareholders’ meeting. |
The process of reviewing director (including independent director) nominees in the preceding paragraph shall be recorded, and the records shall be retained for a minimum of one year. However, in situations where a shareholder makes a litigious claim against the director (including independent director) election process, the records shall be retained until the litigation is concluded. If an independent director candidate included by the Company under the provisions of the preceding paragraph has already served as an independent director of the Company for three consecutive terms or more, the Company shall publicly disclose, together withthe review resultsunder the preceding paragraph, the reasons why the candidate is nominated again for the independent directorship, and present the aforementioned reasons to the shareholders at the time of the election at the shareholders’ meeting. The Company shall announce the slate of director (including independent director) candidates and their education and experienceas well as the number of shares held by each candidateat least 40 days prior to the upcoming shareholders’ meeting or 25 days prior to the upcoming extraordinary shareholders’ meeting, inform the nominating shareholders of the review results, and, where applicable, provide detailed reasons for not including nominees on the slate of director (including independent director) candidates. |
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| Article 17 The rules were established on May17, |
Article 17 The rules were established on May17, |
Added the date of amendment. |
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| After Amendment | Before Amendment | Note |
|---|---|---|
| 2002. The first amendment was made on June 19, 2009. The second amendment was made on June 22, 2012. The third amendment was made on June 11, 2013. The fourth amendment was made on June 21, 2016. The fifth amendment was made on June 13, 2017. The sixth amendment was made on June 12, 2018. The seventh amendment was made on June 12, 2019. |
2002. The first amendment was made on June 19, 2009. The second amendment was made on June 22, 2012. The third amendment was made on June 11, 2013. The fourth amendment was made on June 21, 2016. The fifth amendment was made on June 13, 2017. The sixth amendment was made on June 12, 2018. |
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Attachment 11
Silitech Technology Corporation
Details of release of directors from additional non-competition restrictions
| No | Position | Name | Release of Directors from non-competition restrictions |
|---|---|---|---|
| 1 | Chairman | Lite-On Technology Corporation Representative Raymond Soong |
Director, representative of SKYLA CORPORATION |
| 2 | Vice Chairman |
Lite-On Technology Corporation Representative Warren Chen |
Director, representative of Lite-On Sales & Distribution Inc. |
| 3 | Director | Lite-On Technology Corporation Representative Charlie Tseng |
Director, representative of LITE-ON IT INTERNATIONAL (HK) LIMITED General Manager & Director, representative of. LITEON-IT OPTO TECH (BH) CO., LTD. Director, representative of LET (HK) LIMITED Director, representative of Lite-On Information Technology GmbH Director, representative of High Yield Group Co.,Ltd. |
| 4 | Independent Director |
Chiu, Te-Chen | Director, representative of RADBON AVIONICS INC. |
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