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SINBON Electronics — AGM Information 2023
May 30, 2023
52256_rns_2023-05-30_b00530ba-d7ed-4d06-b51e-f3cf9e3422bf.pdf
AGM Information
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SINBON ELECTRONICS CO., LTD. Year 2023 Annual Meeting Minutes of Shareholders
Time: 9:00 a.m. on Tuesday, May. 30, 2023.
Place: 4F-13, No.79, Sec. 1, Hsin Tai Wu Rd., Hsi Chih Dist., New Taipei City 221, TAIWAN
Total outstanding shares: 239,056,037 shares.
Total shares represented by shareholders present in person or by proxy: 220,233,464 shares.
The percentage of shares held by shareholders present in person or by proxy: 92.12 %.
Chairman: Joseph Wang (Chairman of the Board)
Recorder: Angela Cheng
Chairperson Remarks (omitted)
Reports on Company Affairs:
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2022 Business Report.(appendix 1)
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Audit Committee Review Report on the 2022 Financial Statements.(appendix 2)
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The Status of Domestic Unsecured Convertible Bonds VII.
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The Status of Domestic Unsecured Convertible Bonds VIII.
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Remuneration to Employees, Directors.
Proposals:
1. Proposed by the Board
Proposal:
Adoption of the 2022 Business Report and Financial Statements Explanation:
- (1) The Company’s Financial Statements, including the balance sheet,
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income statement, statement of changes in shareholders’ equity, and statement of cash flows, were audited by independent auditors, Lo, Wen Chen and Chen, Ming Hung of Ernst & Young CPA Firm. Also Business Report and Financial Statements have been approved by the Board and examined by the Audit Committee.
- (2) The 2022 Business Report, independent auditors’ audit report, and the above-mentioned Financial Statements are attached appendix 1 and 3.
Resolution: Approval votes 208,142,181, disapproval votes 6,150, and abstention votes 12,085,133 of total votes 220,233,464. The proposal was approved.
2. Proposed by the Board
Proposal:
Adoption of the Proposal for Distribution of 2022 Profits Explanation:
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(1) The Board has adopted a Proposal for Distribution of 2022 Profits in accordance with the Company Act and Articles of Incorporation. Please refer to the 2022 PROFIT DISTRIBUTION TABLE below.
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(2) Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, distribution date, and other relevant issues.
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(3) In the event that, before the distribution record date, the proposed profit distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a buyback of shares or issuance of new shares for transferring treasury shares to employees or for equity conversion in connection with domestic or overseas convertible corporate bonds or other convertible securities or employee stock options, it is proposed that the Board of Directors be authorized to adjust the cash to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.
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(4) Please refer to the Profit Distribution Table as follows:
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SINBON ELECTRONICS CO., LTD. PROFIT DISTRIBUTION TABLE Year 2022
| SINBON ELECTRONICS CO., LTD. PROFIT DISTRIBUTION TABLE Year 2022 |
SINBON ELECTRONICS CO., LTD. PROFIT DISTRIBUTION TABLE Year 2022 |
|---|---|
(Unit: NTD) |
|
| Items | Total |
| Beginning retained earnings | $2,457,057,151 |
| Add: Other comprehensive profit(Defined | |
| benefitplan actuarialprofits in 2022) | 5,064,411 |
| Add: netprofit after tax | 2,880,553,159 |
| Less: 10% legal reserve | (288,561,757) |
| Add: Special surplus reserve reversal | 111,278,600 |
| Distributable net profit | 5,165,391,564 |
| Distributable items: | |
| Cash Dividend to shareholders(NT$8.5/share) | (2,030,998,687) |
| Unappropriated retained earnings | $3,134,392,877 |
Resolution: Approval votes 208,154,869, disapproval votes 6,550, and abstention votes 12,072,045 of total votes 220,233,464. The proposal was approved.
Discussion Matters: None Other Matters: None.
Questions and Motions: None.
Adjournment
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Appendix 1 The 2022 Business Report
A Letter to Shareholders
To
General Meeting of Shareholders, SINBON Electronics Co., Ltd.
- I. Business Policy and Practice:
The Chief Executive Officer and the Vice President of the Company are charged with logistics management while the President is in charge of 2 Business Groups, the R&D Division, Global Supply Chain Management Division, Quality Assurance and Engineering Service Center, Production and Operation Research Management Division, and Operation Performance Management Division. The gravity of business operation covers:
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(I) The research and integrated manufacturing of electronic parts and components: manufacturing of wire harness, PCBA, wireless communication parts and components, and integrated electronic parts and components. The Company has successfully entered into the fields of automotive electronic parts and components, parts and components for electronic medical devices, EV, green energy, and industrial intelligence.
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(II) Dealership of electronic related parts and components: dealing with the trading of connectors made by HRS of Japan, GPS Module, R/F antennae module, Driver IC and other strategic electronic parts and components.
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(III) The Company seeks to further develop its business territory of electronic parts and components through direct investment, strategic alliance, and mergers & acquisitions. Examples are the investment to establish SINBON Hungary, SINBON USA, SINBON C&C, which enabled the Company to enter into the production and manufacturing of connectors and venture capitalists for possible joint venture.
The Company wishes to provide customers vertical service for Total Solutions at one-stop. Further to the positive development of new products and providing integrated and professional engineering services, the Company also successfully integrated the resources of its overseas subsidiaries through organization re-engineering and integration of information system to yield synergy to its entirety.
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II. Business Highlight in 2022:
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(I) Business Performance:
- In 2022, the parent company of SINBON had net sale amounting to NT$7,691,998 thousand with gross margin at 27% and operating income amounting to NT$471,073 thousand, and net income of NT$2,880,553 thousand with earnings per share at NT$12.22 after taxation. The consolidated net sale of the whole group amounted to NT$30,574,800
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thousand with gross margin at 25% and operating income amounting to NT$3,326,449 thousand, and net income of NT$3,023,030 thousand. With the addition of net minority shareholder equity of NT$142,477 thousand, net income attributable to shareholders of the parent company amounted to NT$2,880,553 thousand with earnings per share at NT$12.22 after taxation.
- (II) The execution of operation budget:
The operating income plan was achieved at 103.59% with gross margin attainment at 104.01%, and operating income attained at 100.33% as planned. Net income attainment at 104.92% and the profit goal has been achieved as expected.
- (III) Profitability analysis:(parent company only)
| Item | 2022 | 2021 |
|---|---|---|
| Return on Assets(%) | 14 | 14 |
| Return on Equity (%) | 23 | 23 |
| Earnings before taxation to paid-in capital ratio(%) |
144 |
117 |
| Netprofit rate(%) | 37 | 34 |
| Earningsper share(NTD) | 12.22 | 10.00 |
- (IV) R&D Outlook:
| Earningsper share( R&D Outlook: |
NTD) 12.22 10.00 |
|---|---|
| Year | Result of R&D |
| 2011-2012 | Successful development of HDMI,DDR 3, DDR 4, USB and other connectors and additional effort in the development of PV of which Junction Box, PV Connector and Cable have passed the tests of TUV and UL in PV international standard. |
| 2013-2014 | Our investee company, DigiO2, a digital medical service firm, engaged in a joint venture with the Remote Care Center of National Taiwan University Hospital in the remote care service project thereby developed the portable medical spraying device of “Brezze®Nebulizer”. This also enabled us to win the 2013 iF gold award in design from Germany. |
| 2015-2016 | 1. Tablet PC development to DVT stage for SF Express. 2. Development to DVT stage for PC monitoring and control system. 3. EV Charger, EV charging gun, and AC charger pole are achieved at the DVT stage. |
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| 2017-2018 | 1. Assistance to the clients in the USA in the development of smart drug cabinet control line, smart light adjustable window control line. 2. Development of robotic arm control line, electronic fireplace, smart grids and other customized products. |
|---|---|
| 2018-2019 | 1. Development of the sensor of safety air-bag belt, smart water heater, and parking lot display system. 2. AIOT (Artificial Intelligence of Things), the application system of AI x IoT. |
| 2020-2021 | 1. Development of factory use automated data collector. This device can collect data on the status of machine operation and repetitions of the use of tool, and can generate product quantity data in real-time as interface for electronic production report for combining with the IoT technology to upload the data to cloud system in real-time. 2. Development of factory MES system to provide a platform for real-time information that gives assistance to the factory end in keeping production in control and the progress of work, and early warning on equipment maintenance. This helps management staff to improve their work efficiency and tracking the production. 3. Development of image verification system for assisting factory end for confirmation of the line color, line location and content of the label. This helps to eliminate the probability of human error in identification process. |
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| 2022- | 1. The development, application, and cloud database of the integrated system for the control of smart car IoT & electric bike. 2. Furthering the technology in the research and development of products in the field of Data Capture (including Single& four slot Ethernet Cradle, Vehicle cradle, and Vehicle charger, and essential peripherals of industrial grade terminal) and the nurturing of the engineering and integration capacity. 3. Design and production of semiconductor equipment cabinets. 4. AI warehouse robots for moving materials to the production lines. 5. Development of various kinds of Mobility products, charging connectors for big current battery. 6. Fitness training and Box Build 7. Electric Heavy Bikes |
|
|---|---|---|
In 2022, the Group spent NT$950,978 thousand on research and development, which was an increase of 12% from the same period of the previous year. Significant effort has been made in the development of IoT, warehouse automation equipment, smart cars, green energy industries, robotic application, smart home and electronic parts and components. Ongoing improvement will be made on factory equipment efficiency. The Group is expected to spend at least NT$300 million or at least 3% of its revenue in research and development every year in the future.
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III. Summary of 2023 Business Plan:
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(I) Business policy in 2023:
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Customized heavy-duty, water-proof and weather-resistance electronic wire harness and connector solutions: provide customized wire harness design, with extension to physical design, PCB assembly, Smart Cable and other integrated engineering services. The products will be used in green energy industries, EV charging equipment, high precision equipment, semiconductor equipment, and different kinds of medical testing equipment. SINBON was engaged in the business of electric bikes over the years
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Ongoing dealership of electronic parts and components: With years of experience and professional standing in parts and components, The Company provides the customers with consultation service and technical support in different kinds of electronic parts and components, and emerged as the most reliable partner of the customers and agents.
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Advocacy and pursuit of ESG sustainability strategy: the Company reorganized the Corporate Social Responsibility Committee and established the Sustainability Committee in 2021. The CEO acts as the Director of this committee. The position of Sustainability Officer has also been created and is in charge of the “Sustainable Development Office” as the designated body for the advocacy and pursuit of ESG sustainability. The Sustainability Committee is consisted of 6 teams charged with the duties of “corporate governance”, “Green SINBON”, “environmental sustainability”, “sustainable supply chain”, “sustainable partnership”, and “value chain operation”. These teams are administered by senior managers of the Company with the expectation of sustaining the upgrade of SINBON in the performance of environmental protection, social participation, and corporate governance in 2023.
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Active indulgence in product R&D for strengthening competitive power: prepared for the training and development of R&D people for ongoing refinement of R&D and engineering capacity. Further to the supply of innovative customized design to the need of the customers, the Company also seeks to assure quality for the ongoing assistance to customers in upgrading product performance, developing products with high added-value and competitive power.
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Launching for digital transformation and accelerating factory automation: buildup of smart factory, introducing different factory automation systems. Upgrade production efficiency with stable qualify assurance through integrating the smart and digital process.
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(II) Important policies of production and sale:
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Strategic Alliance:
- Through strategic alliance or direct investment to respond to the rapid changes in market with expansion of business and vertical integration in the development, design, validation, and production of customized precision connectors to the expectation of the customers.
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Continued performance improvement:
- Through the performance evaluation function of the group to directly manage the indicators and operation performance of all business units of the group.
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Development of niche products:
The Company provides integrated engineering service to upgrade the added-value of products. The gravity of production and sale rests with the development of niche models and products with challenge. The Company has successfully completed the development of high voltage wire harness for EC, aviation/navigation/vehicle GPS electronic parts and components, portable body signal devices, x-ray machine, MRI devices, porosity testing device, wind power generator, and also actively involved in the development of industrial controllers, industrial computer, electronic medical devices, PV and wind power
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generation, and aviation electronic parts and components.
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In-depth development of the iMAGIC industry:
- The Company aligns with the development trend and is engaged in the development of medical use, automotive, green, industrial, and communication connectors and PCBA, and further the development of the parts and components for automated warehouse system, robotic arms, warehouse moving robots, smart power system, unmanned shops, EV charging module, IoT module electric bikes, and drones.
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IV. The influence of the external competitive environment, regulatory environment and macroeconomic environment:
The last few years was characterized by the ongoing China-US trade war, echoed with the global economic uncertainty under the outbreak of COVID-19, the sustained shortage and price surge of raw material supply, wide fluctuation of exchange rate, and international conflicts with unpredictable outcomes. The global supply chain was hardly hit. The challenge to the electronic manufacturers was even stronger. With the easing of the epidemic control policy, the Company is more confident to responds to the situation easily through global deployment to bolster the management of the supply chain so as to reduce operation risk, provide customers boundary free and zero lead-time service and support. In addition, SINBON seeks to speed up the introduction of automated production equipment and AMR, industrial use robotic arms for man-machine coordinated operation to tackle with the global shortage of labor supply. The Company is prepared to respond to any unfavorable situations to minimize the influence.
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V. Development strategy of the Company in the future:
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(I) The Company will continue to go for high growth through the launch of the strategic matrix (existing customers and products, existing customers and new products, and new customers and new products).
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(II) The Company planned to establish its production facility in Mexico and expand the production capacity at the plants in USA and Hungary for proximity to customer need.
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(III) The Company has established a designated body for business development. This body is responsible for keeping track on market situation and the trend of development in the future and also development of the uncultivated niche market.
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(IV) Continue to upgrade the R&D team and fortify its core know-how, and lay hands on frontier industries as early as possible and continue to challenge for products with challenging sophistication.
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(V) Strategic Alliance: SINBON has proactively sought strategic alliance or joint venture partners through different channels over the years. This would help to bolster the competitive power of the Company and also provide the customers with total solutions in service through the integration of resources.
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- (VI) Indulge in sustainability and corporate governance, and voluntarily take part in major ESG rating at global level. SINBON also proactively responds to the SDGs of the United Nations, and gear up with the world for sketching out the strategic road map for sustainability in mid to long-term.
The management team would like to express its gratitude to the shareholders for their support and encouragement, and hopes the shareholders could continue to give supervision and suggestion to the team in the year ahead. As always, SINBON will persist with its corporate philosophy to yield good result for sharing with the shareholders.
Chairman: Shaw-Shing Wang
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Appendix 2 Audit Committee Review Report on the 2022 Financial Statements
Review Report of Auditing Committee
March 9, 2023
The Board of Directors prepared the 2022 Separate Financial Statements and Consolidated Financial Statements of SINBON Electronics Co., Ltd., which have been audited by the Independent Auditors from Ernst & Young Taiwan, Lo, Wen Chen,CPA and Ming Hung, Chen,CPA. These statements and the Business Report and Proposal for Distribution of Earnings have been reviewed by the Auditing Committee. In our opinion, these statements and reports were proper in compliance with the Company Act and other applicable legal rules, and hereby presented for your approval pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
General Meeting of Shareholders of SINBON Electronics Co., Ltd.
SINBON Electronics Co., Ltd.
Convener of Auditing Committee, Ho-Ming, Chen
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Appendix 3 2022 Financial Statements
Independent Auditors’ Report
To SINBON Electronics Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of SINBON Electronics Co., Ltd. and its subsidiaries (the “Group”) as of 31 December 2022 and 2021, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2022 and 2021, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Metter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of 31 December 2022 and 2021, and their consolidated financial performance and cash flows for the years ended 31 December 2022 and 2021, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the
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reports of other auditors, 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 2022 consolidated financial statements. 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.
1. Valuation for inventories
As of 31 December 2022, the Group’s net inventories amounted to NT$12,256,145 thousand. Net inventories accounted for 37% of consolidated total assets, which was considered material in the consolidated statements. As the fluctuation in market demand and the fast-changing technology could cause losses of obsolete and slow-moving inventories, the assessment of the inventory write-downs require significant management judgement. We therefore determined this a key audit matter.
Our audit procedures included, but not limited to, understanding and testing the adequacy of accounting policy around obsolete and slow-moving inventories; evaluating stocktaking plan and selecting important storage locations to observe inventory counts to ensure inventory quantities and status; obtaining inventory aging schedule to test whether inbound and outbound records are accurate; re-calculating the unit cost of inventories; and evaluating and testing net realizable value adopted by management. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.
2. Impairment of accounts receivable
As of 31 December 2022, gross accounts receivable and loss allowance by the Group amounted to NT$7,213,711 thousand and NT$76,116 thousand, respectively. Net accounts receivable accounted for 22% of consolidated total assets. Since the loss allowance of account receivables is measured by the expected credit loss for the duration of the account receivables, it is necessary to divide account receivables into groups in the process of measurement and analyze the application of related assumptions, including appropriate aging intervals and their respective loss rate. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net account receivable, we therefore determined this a key audit matter.
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Our audit procedures included, but not limited to, analyzing the appropriateness of the grouping of account receivables and confirming whether customers with significantly different credit loss types are grouped by similar risk characteristics. Testing the provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviewing the original certificates; testing the related statistics information of loss rate based on the rolling rate within one year. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.
Other Matter– Making Reference to the Audits of Component Auditors
As explained in Note 4(3), we did not audit the financial statements of certain consolidated subsidiaries, which statements reflected total assets of NT$7,415,475 thousand and NT$5,846,770 thousand, both constituting 22% of consolidated total assets as of 31 December 2022 and 2021 and total operating revenues of NT$8,704,838 thousand and NT$7,159,405 thousand, both constituting 28% of consolidated operating revenues for the years ended 31 December 2022 and 2021. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of other auditors. As explained in Note 6(7), these associates and joint ventures under equity method amounted to NT$778,315 thousand and NT$784,175 thousand, representing 2% and 3% of consolidated total assets as of 31 December 2022 and 2021. The related shares of profits from the associates and joint ventures under the equity method amounted to NT$122,148 thousand and NT$130,470 thousand, representing 3% and 4% of the consolidated net income before tax for the years ended 31 December 2022 and 2021, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$(19,731) thousand and NT$53,842 thousand, representing (16)% and 272% of the consolidated other comprehensive income for the years ended 31 December 2022 and 2021, respectively.
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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and
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International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Group, 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 audit committee or supervisors, are responsible for overseeing the financial reporting process of the Group.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
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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 internal control of the Group.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Group. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, 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 appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to
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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 2022 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.
Other
We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of SINBON Electronics Co., Ltd. as of and for the years ended 31 December 2022 and 2021.
/s/Lo, Wen Chen
/s/Chen, Ming Hung
Ernst & Young, Taiwan
9 March 2023
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations 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 accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the re-sponsibility of the management.
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| English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 31 December 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars) Assets Notes 2021 Current assets Cash and cash equivalents 4,6(1) $5,108,757 $4,008,815 Financial assets at fair value through profit or loss, current 4,6(2) 298,849 247,949 Notes receivable, net 4,6(3) 1,757,151 724,820 Accounts receivable, net 4,6(4),7 7,137,595 5,969,369 Other receivables 7 346,275 292,394 As of 31 December 2022 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 31 December 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars) Assets Notes 2021 Current assets Cash and cash equivalents 4,6(1) $5,108,757 $4,008,815 Financial assets at fair value through profit or loss, current 4,6(2) 298,849 247,949 Notes receivable, net 4,6(3) 1,757,151 724,820 Accounts receivable, net 4,6(4),7 7,137,595 5,969,369 Other receivables 7 346,275 292,394 As of 31 December 2022 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 31 December 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars) Assets Notes 2021 Current assets Cash and cash equivalents 4,6(1) $5,108,757 $4,008,815 Financial assets at fair value through profit or loss, current 4,6(2) 298,849 247,949 Notes receivable, net 4,6(3) 1,757,151 724,820 Accounts receivable, net 4,6(4),7 7,137,595 5,969,369 Other receivables 7 346,275 292,394 As of 31 December 2022 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 31 December 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars) Assets Notes 2021 Current assets Cash and cash equivalents 4,6(1) $5,108,757 $4,008,815 Financial assets at fair value through profit or loss, current 4,6(2) 298,849 247,949 Notes receivable, net 4,6(3) 1,757,151 724,820 Accounts receivable, net 4,6(4),7 7,137,595 5,969,369 Other receivables 7 346,275 292,394 As of 31 December 2022 |
|
|---|---|---|---|---|
| 2022 | 2021 | |||
| Current assets Cash and cash equivalents Financial assets at fair value through profit or loss, current Notes receivable, net Accounts receivable, net Other receivables |
4,6(1) 4,6(2) 4,6(3) 4,6(4),7 7 |
$5,108,757 298,849 1,757,151 7,137,595 346,275 |
$4,008,815 247,949 724,820 5,969,369 292,394 |
|
| Current income tax assets Inventories Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss, noncurrent Financial assets at fair value through other comprehensive income, noncurrent Investments accounted for under the equity method Property, plant and equipment Right-of-use assets Other intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets (continued) |
4,6(5) 4,6(2) 4,6(6) 4,6(7) 4,6(8) 4,6(19) 4,6(23) 4,6(9) |
9,180 12,256,145 676,304 64,452 |
17,492 10,179,125 510,812 106,096 |
|
| 27,654,708 | 22,056,872 | |||
| - 358,828 778,315 3,042,740 432,608 41,422 123,548 545,214 |
2,333 388,571 784,175 2,828,071 461,993 48,226 136,774 441,705 |
|||
| 5,322,675 | 5,091,848 | |||
| $32,977,383 | $27,148,720 | |||
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| English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(Continued) 31 December 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars) Liabilities and Equity Notes 2021 Current liabilities Short-term loans 4,6(10) $3,457,685 $3,357,725 Financial liabilities at fair value through profit or loss, current 4,6(11) - 241 Contract liabilities, current 4,6(17) 4,980,696 2,825,473 Notes payable 599,262 436,717 Accounts payable 6,250,273 5,703,930 Other payables 4,6(12),7 1,883,926 1,493,951 Current tax liabilities 4 273,700 138,546 As of 31 December 2022 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(Continued) 31 December 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars) Liabilities and Equity Notes 2021 Current liabilities Short-term loans 4,6(10) $3,457,685 $3,357,725 Financial liabilities at fair value through profit or loss, current 4,6(11) - 241 Contract liabilities, current 4,6(17) 4,980,696 2,825,473 Notes payable 599,262 436,717 Accounts payable 6,250,273 5,703,930 Other payables 4,6(12),7 1,883,926 1,493,951 Current tax liabilities 4 273,700 138,546 As of 31 December 2022 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(Continued) 31 December 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars) Liabilities and Equity Notes 2021 Current liabilities Short-term loans 4,6(10) $3,457,685 $3,357,725 Financial liabilities at fair value through profit or loss, current 4,6(11) - 241 Contract liabilities, current 4,6(17) 4,980,696 2,825,473 Notes payable 599,262 436,717 Accounts payable 6,250,273 5,703,930 Other payables 4,6(12),7 1,883,926 1,493,951 Current tax liabilities 4 273,700 138,546 As of 31 December 2022 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(Continued) 31 December 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars) Liabilities and Equity Notes 2021 Current liabilities Short-term loans 4,6(10) $3,457,685 $3,357,725 Financial liabilities at fair value through profit or loss, current 4,6(11) - 241 Contract liabilities, current 4,6(17) 4,980,696 2,825,473 Notes payable 599,262 436,717 Accounts payable 6,250,273 5,703,930 Other payables 4,6(12),7 1,883,926 1,493,951 Current tax liabilities 4 273,700 138,546 As of 31 December 2022 |
|---|---|---|---|
| 2022 | 2021 | ||
Current liabilities Short-term loans Financial liabilities at fair value through profit or loss, current Contract liabilities, current Notes payable Accounts payable Other payables Current tax liabilities |
4,6(10) 4,6(11) 4,6(17) 4,6(12),7 4 |
$3,457,685 - 4,980,696 599,262 6,250,273 1,883,926 273,700 |
$3,357,725 241 2,825,473 436,717 5,703,930 1,493,951 138,546 |
| Lease liabilities, current Bonds payable, current portion |
4,6(19) 4 |
99,449 176,281 |
93,555 - |
| Long-term loans, current portion Other current liabilities Total current liabilities Non-current liabilities Financial liabilities at fair value through profit or loss, noncurrent Bonds payable Long-term loans |
4,6(11) 4,6(13) 4 |
4,658 59,394 |
301,017 25,491 |
| 17,785,324 | 14,376,646 | ||
| 5,100 945,648 16,924 |
- 994,351 10,983 |
||
| Deferred tax liabilities Lease liabilities, noncurrent Long-term deferred revenue Net defined benefit obligation, noncurrent Other non-current liabilities-others Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Certificate of entitlement to new shares from convertible bond Subtotal Additional Paid-in Capital Retained earnings Legal reserve Special reserve Unappropriated earnings Subtotal Other components of equity |
4,6(23) 4,6(19) 4,6(14) 4,6(15) 6(16) 6(16) 4 |
414,830 268,921 13,838 53,501 233 |
242,579 307,261 13,957 67,561 2 |
| 1,718,995 | 1,636,694 | ||
| 19,504,319 | 16,013,340 | ||
| 2,365,841 19,200 |
2,333,770 8,290 |
||
| 2,385,041 | 2,342,060 | ||
| 3,067,205 | 2,190,472 | ||
| 1,727,300 381,975 5,342,675 |
1,493,995 399,729 4,313,466 |
||
| 7,451,950 | 6,207,190 | ||
| Exchange differences on translation of foreign operations (359,257) Unrealized gains or losses measured at fair value 88,560 through other comprehensive income Subtotal (270,697) Equity attributable to the parent company 12,633,499 Non-controlling interests 4,6(16) 839,565 Total equity 13,473,064 Total liabilities and equity $32,977,383 (The accompanyingnotes are an integralpart of the consolidated financial statements) |
(359,257) 88,560 |
(561,279) 179,303 |
|
| (270,697) | (381,976) | ||
| 12,633,499 839,565 |
10,357,746 777,634 |
||
| 13,473,064 | 11,135,380 | ||
| $32,977,383 | $27,148,720 | ||
19
| Notes 2022 2021 Operating revenues 4,6(17),7 $30,574,800 $25,530,706 Operating costs 6(5.20),7 (22,843,276) (19,121,511) Gross profit-net 7,731,524 6,409,195 For theyears ended 31 December CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended 31 December 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share) |
||
| 2022 2021 $30,574,800 $25,530,706 (22,843,276) (19,121,511) 7,731,524 6,409,195 |
||
| 4,6(17),7 6(5.20),7 |
||
| Operating expenses 6(20),7 Sales and marketing expenses (1,890,654) (1,525,269) General and administrative expenses (1,487,058) (1,245,255) Research and development expenses (950,978) (849,022) Expected credit losses 4,6(18) (76,385) (1,790) Subtotal (4,405,075) (3,621,336) Operating income 3,326,449 2,787,859 Non-operating income and expenses 6(21) Intrest revenue 25,082 12,707 Other income 182,317 216,950 Other gains and losses 270,779 (40,340) Finance costs (84,310) (78,946) Share of profit or loss of associates and joint ventures in equity method 4,6(7) 122,148 130,470 Subtotal 516,016 240,841 Income from continuing operations before income tax 3,842,465 3,028,700 Income tax expense 4,6(23) (819,435) (540,871) Net income 3,023,030 2,487,829 Other comprehensive income 6(22) Remeasurements of defined benefit plans 5,864 (178) Unrealized gains (losses) on equity instruments measured at fair value through other comprehensive income (73,068) 28,401 Share of other comprehensive income of associates and joint ventures which will not be reclassified subsequently to profit or loss 6(7) (21,090) 54,053 Income tax related to items that may not be reclassified subsequently (1,173) 36 Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations 259,682 (77,543) Share of other comprehensive (loss) income of associates and joint ventures which may be reclassified subsequently to profit or loss 6(7) 1,359 (211) Income tax related to items that may be reclassified subsequently (49,384) 15,249 Total other comprehensive income, net of tax 122,190 19,807 Total comprehensive income $3,145,220 $2,507,636 Net income attributable to: 4,6(24) Stockholders of the parent $2,880,553 $2,331,502 Non-controlling interests 142,477 156,327 $3,023,030 $2,487,829 Comprehensive income attributable to: Stockholders of the parent $2,996,877 $2,350,660 Non-controlling interests 148,343 156,976 $3,145,220 $2,507,636 Earnings per share (NTD) Earnings per share-basic 4,6(24) $12.22 $10.00 Earnings per share-diluted $11.88 $9.80 (The accompanyingnotes are an integralpart of the consolidated financial statements) Items that will not be reclassified subsequently to profit or loss |
20
| Other changes in additional paid-in capital Disposal of investments accounted for under the equity method From differences between equity purchase price and carrying amount arising from actual acquisition or disposal of subsidiaries Changes in ownership interests in subsidiaries Net income in 2021 Other comprehensive income (loss), net of tax in 2021 Total comprehensive income (loss) Increase in non-controlling interests Proceeds from disposal of equity instruments at fair value through other comprehensive income of associates and joint ventures Proceeds from disposal of equity instruments at fair value through other comprehensive income Bonds converted to stock Other changes in additional paid-in capital Embedded conversion options derrived from convertible Change in equity of associates and joint ventures accounted for using equity method Cash dividends Cash dividends Balance as of 31 December 2021 Balance as of 1 January 2022 Appropriation and distribution of 2021 retained earnings Legal reserve Special reserve Balance as of 1 January 2021 Appropriation and distribution of 2020 retained earnings Legal reserve Special reserve |
Engl | ish Translation SINBO CONSO F (E |
of Consolidated Finan N ELECTRONICS C LIDATED STATEME or the years ended 31 xpressed in Thousand |
cial Statements O O., LTD. AND S NTS OF CHANG December 2022 s of New Taiwan EquityAttribu |
riginally Issue UBSIDIARIES ES IN EQUIT and 2021 Dollars) table to the Pa |
d in Chinese Y rent Company |
Non- Controlling Interests $613,345 $9,768,133 - (1,467,504) - (2,385) 33,203 10,174 156,327 2,487,829 649 19,807 156,976 2,507,636 7,313 7,313 - 111 278,699 $777,634 $11,135,380 $777,634 $11,135,380 - (1,640,858) - 90,910 1,577 Total Equity |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Cap | ital | Additional Paid-in Capital |
Retained earnin | gs | Other comp | onents of equity | Total | |||
| Common stock |
Certificate of entitlement to new shares from convertible bond |
Legal Reserve | Special Reserve |
Unappropriated Earnings |
Exchange Differences on Translation of Foreign Operations |
Unrealized Gains (Losses) on Equity Instruments Measured at Fair Value Through Other Comprehensive Income Gain (losses) |
||||
| $2,327,775 | $ - | $1,885,096 (2,415) 33,203 10,174 |
$1,280,774 213,221 |
$481,223 (81,494) |
$3,579,649 (213,221) (1,467,504) 81,494 472 2,331,502 (142) |
$(501,613) 30 (59,696) |
$101,884 (472) 78,996 |
$9,154,788 - (1,467,504) - (2,385) 33,203 10,174 2,331,502 19,158 |
||
| - | - | - | - | - | 2,331,360 | (59,696) | 78,996 | 2,350,660 | ||
| 5,995 | 8,290 | 264,414 | (748) 1,964 |
748 (1,853) |
- 111 278,699 |
|||||
| $2,333,770 | $8,290 | $2,190,472 | $1,493,995 | $399,729 | $4,313,466 | $(561,279) | $179,303 | $10,357,746 | ||
| $2,333,770 | $8,290 | $2,190,472 90,910 1,577 |
$1,493,995 233,305 |
$399,729 (17,754) |
$4,313,466 (233,305) (1,640,858) 17,754 |
$(561,279) | $179,303 | $10,357,746 - (1,640,858) - 90,910 1,577 |
||
| Disposal of investments accounted for under the equity method From differences between equity purchase price and carrying amount arising from actual acquisition or disposal of subsidiaries Net income in 2022 Other comprehensive income (loss), net of tax in 2022 Total comprehensive income (loss) Decrease in non-controlling interests Bonds converted to stock Balance as of 31 December 2022 |
(1,927) 5,202 |
374 2,880,553 4,691 |
20 202,002 |
(374) (90,369) |
(1,907) 5,202 2,880,553 116,324 |
(1,907) 5,202 142,477 3,023,030 5,866 122,190 148,343 3,145,220 (86,412) (86,412) 823,952 $839,565 $13,473,064 |
||||
| - | - | - | - | - | 2,885,244 | 202,002 | (90,369) | 2,996,877 | ||
| 32,071 | 10,910 | 780,971 | 823,952 | |||||||
| $2,365,841 | $19,200 | $3,067,205 | $1,727,300 | $381,975 | $5,342,675 | $(359,257) | $88,560 | $12,633,499 | ||
| (The | accompanying | notes are an integralp | art of the consol | idated financial | statements) |
21
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Income and expense adjustments: Depreciation Amortization Interest expense Interest income Dividend income Share of profit of associates and joint ventures Gain on disposal of property, plant and equipment Expected credit loss Gain on disposal of investments Gain of financial assets/liabilities at fair value through loss or profit Property, plant and equipment transferred to expenses Amortization of deferred government grants Changes in operating assets and liabilities: (Increase) decrease in notes receivable (Increase) decrease in accounts receivable Increase in other receivables Increase in inventories, net Increase in prepayments Decrease (increase) in other current assets Increase (decrease) in notes payable Increase in accounts payable Increase in contract liabilities Increase in other payables Increase (decrease) in other current liabilities Decrease in accrued pension liabilities Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash provided by operating activities |
Forthe years ended 31 December |
|---|---|
| 2022 2021 $3,842,465 $3,028,700 474,862 444,258 51,193 39,914 84,310 78,946 (25,082) (12,707) (46,251) (16,559) (122,148) (130,470) (595) (9,767) 76,385 1,790 (15,068) (22,361) (32,185) (75,433) 556 2,874 (367) (360) (1,032,331) 539,662 (1,244,611) 399,204 (56,318) (110,708) (2,077,020) (4,014,426) (165,492) (170,551) 41,644 (85,111) 162,545 (108,938) 546,343 883,359 2,155,223 1,147,762 399,764 199,489 33,903 (23,741) (8,196) (5,582) 3,043,529 1,979,244 25,082 12,707 46,251 16,559 (70,976) (62,437) (557,487) (600,577) 2,486,399 1,345,496 |
(Continued)
22
English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS(Continued) For the years ended 31 December 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| For theyears ended 31 December | For theyears ended 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Cash flows from investing activities: | ||
| Acquisition of property, plant and equipment | (472,659) | (541,353) |
| Proceeds from disposal of property, plant and equipment | 21,992 | 150,118 |
| Decrease in other intangible assets | 7,993 | 22,673 |
| Dividends received | 100,496 | 102,977 |
| Acquisition of financial assets at fair value through other comprehensive income |
(58,918) | (75,000) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income |
- | 23,590 |
| Decrease in financial assets at fair value through other comprehensive income | 15,689 | 2,449 |
| Proceeds from disposal of financial assets at fair value through profit or loss | - | 52,870 |
| Acquisition of financial assets at fair value through profit or loss | (17,552) | - |
| Proceeds from disposal of investments accounted for under the equity method | 22,519 | 38,082 |
| Increase in other noncurrent assets | (259,616) | (248,332) |
| Decrease (increase) in other account receivable | 2,437 | (2,437) |
| Net cash used in investing activities | (637,619) | (474,363) |
| Cash flows from financing activities: | ||
| Increase in short-term loans | 99,960 | 296,224 |
| Proceeds from bonds issued | 1,045,040 | - |
| (Decrease) increase in long-term loanss (including current portion) | (290,418) | 270 |
| Cash dividends | (1,640,858) | (1,467,504) |
| Cash payments for the principal portion of the lease liability | (97,040) | (123,938) |
| Increase (decrease) in deposits received | 231 | (169) |
| (Decrease) increase in non-controlling interests | (81,210) | 50,690 |
| Net cash used in financing activities | (964,295) | (1,244,427) |
| Effect of exchange rate changes on cash and cash equivalents | 215,457 | (68,266) |
| Net increase (decrease) in cash and cash equivalents | 1,099,942 | (441,560) |
| Cash and cash equivalents at beginning of period | 4,008,815 | 4,450,375 |
| Cash and cash equivalents at end of period | $5,108,757 | $4,008,815 |
(The accompanying notes are an integral part of the consolidated financial statements)
23
Appendix 4 Shareholding of Directors and Independent Directors
SINBON Electronics Co., Ltd.
Book closure date: April 1, 2023
| Position | Name | Date elected |
Shareholdingwhile elected | Shareholdingwhile elected | Shareholdingwhile elected | Current shareholding | Current shareholding | Remarks | |
|---|---|---|---|---|---|---|---|---|---|
| Type | Shares | Shareholding ratio(%) |
Type | Shares | Shareholding ratio(%) |
||||
| Chairman | Wang, Shaw-Shing |
July. 9, 2021 |
C | 7,508,062 | 3.22% | C | 7,508,062 | 3.14% | |
| Director | Yeh, Hsin-Chih | July. 9, 2021 |
C | 1,707,373 | 0.73% | C | 1,207,373 | 0.51% | |
| Director | Agrocy Research Inc. Rep: Wang, Zhao-Liang |
July. 9, 2021 |
C | 3,806,421 | 1.63% | C | 3,806,421 | 1.59% | |
| Director | Liang, Wei-Ming | July. 9, 2021 |
C | 746,107 | 0.32% | C | 506,107 | 0.21% | |
| Director | Tai-Yi Investment Co., Ltd. Rep: Wang,Wei-Chung |
July. 9, 2021 |
C | 4,130,572 | 1.77% | C | 4,190,000 | 1.75% | |
| Director | Kuo-Shian Investment Co., Ltd. Rep: Wang,Kuo-Hong |
July. 9, 2021 |
C | 2,415,539 | 1.04% | C | 2,415,539 | 1.01% | |
| Director | Chiu ,Te-Cheng | July. 9, 2021 |
C | 100,000 | 0.04% | C | 100,000 | 0.04% | |
| Director | Huang,Wen-Sen | July. 9, 2021 |
C | 230,602 | 0.10% | C | 235,602 | 0.10% | |
| Independent Director |
Chen,Ho-Min | July. 9, 2021 |
C | 0 | 0.00% | C | 0 | 0.00% | |
| Independent Director |
Chang, Zheng-Yan | July. 9, 2021 |
C | 0 | 0.00% | C | 0 | 0.00% | |
| Independent Director |
Lin, Yu-Fen | July. 9, 2021 |
C | 0 | 0.00% | C | 0 | 0.00% |
Note 1: Total Issued shares: 232,937,072 shares on Apr. 13, 2021 (book closure date) Total Issued shares: 235,203,440 shares on Apr. 01, 2022(book closure date) Note 2: Total Issued shares: 239,056,037 shares on Apr. 01, 2023(book closure date) Note 3 : The minimum required combined shareholding of all directors by law:12,000,000 shares The combined shareholding of all directors on the book closure date: 19,696,104 shares
Note 4 : The shares held by independent directors shall not be counted in the calculation of director shareholdings.
24
Appendix 5
SINBON ELECTRONICS CO., LTD. Articles of Incorporation
Chapter I General Principles
-
Article 1 The Company is duly constituted under the provisions of Company Limited by Shares of the Company Act and is named SINBON ELECTRONICS CO., LTD.
-
Article 2 The Company carries out the following businesses: (1) CC01080 Electronic Parts and Components Manufacturing (2) F119010 Wholesale of Electronic Materials (3) CC01110 Computers and Peripheral Equipment Manufacturing (4) F113050 Wholesale of Computing and Business Machinery Equipment (5) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing (6) F113020 Wholesale of Household Appliance (7) CC01101 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing (8) F401021 Restrained Telecom Radio Frequency Equipment and Materials Import (9) CC01060 Wired Communication Equipment and Apparatus Manufacturing (10) CC01070 Telecommunication Equipment and Apparatus Manufacturing (11) F113070 Wholesale of Telecom Instruments (12) CC01090 Batteries Manufacturing (13) F113110 Wholesale of Batteries (14) I501010 Product Designing (15) CF01011 Medical Materials and Equipment Manufacturing (16) F108031 Wholesale of Drugs, Medical Goods (17) CE01021 Metrological Instruments Manufacturing (18) F113060 Wholesale of Metrological Instruments (19) IG03010 Energy Technical services (20) F401010 International Trade (21) CD01040 Motor Vehicles and Parts Manufacturing (22) CD01050 Bicycles and Parts Manufacturing (23) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval
-
Article 3 The Company’s reinvestments abroad shall not be subject to the restriction set forth in Article 13 of the Company Act regarding the fact that the total amount of investments shall not exceed 40% of the Company’s paid-up capital.
Article 4 The Company may provide guarantee to outside parties in regard to business needs. Article 5 The Company’s headquarters is in Miaoli City, Taiwan. Where necessary, the Company may establish domestic or overseas branches pursuant to resolution by the Board of Directors. The same shall apply the establishment or relocation of manufacturing factories.
Article 6 All Company notices shall be pursuant to Article 28 of the Company Act.
Chapter II Shares Article 7
-
Article 7-1 The Company’s total share capital shall be Four Billion and Five Hundred Million New Taiwan Dollars divided into four hundred and fifty million shares each with a face value of Ten New Taiwan Dollars. The Board of Directors is authorized to issue the unissued shares in separate tranches. Among which thirty million shares are reserved for the exercise of conversion rights on share subscription warrants, special shares under ancillary share subscription rights, or corporate bonds with warrants. The issue price of employee stock warrants issued by the Company may be less than the closing price on the issue date, provided that there shall be a resolution adopted by two-third of the voting rights exercised by the shareholders present at the shareholders’ meeting who represent a majority of the outstanding shares of the Company.
-
The Company may transfer shares to employees at less than the average actual share repurchase price, provided that there shall be a resolution adopted by two-third of the voting rights exercised by the shareholders present at the shareholders’ meeting who represent a majority of the outstanding shares
25
of the Company.
-
Article 8 The Company’s share certificates shall be affixed with the signatures or personal seals of directors of company legal representative who representing the company, and shall be in accordance with the laws duly certified or authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance thereof. The Company may be exempted from printing any share certificate for the shares issued.
-
Article 9 For the new shares to be issued, the Company may print a consolidated share certificate representing the total number of the new shares to be issued at the same time of issue, and may be exempted from printing any share certificate for the shares issued.
-
Shares issued in accordance with the provision of the preceding Paragraph shall be registered with and placed under the custody of a centralized securities custody enterprise/institution, and they may also, upon request from a centralized securities custody enterprise/institution, be merged into and replaced by certificates of larger denomination.
-
Article 10 The Company shall keep a copy of the roster of shareholders in the office. Shareholder services matters shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies.”
Article 11 Shareholders shall fill out their specimen chop cards for the Company’s record. The same shall apply to any change thereon. When receiving dividends and bonuses, or communicating in writing and exercising other rights must, the chop shall match the specimen kept in the Company’s file. The establishment, annulment, or update of specimen chop cards shall be proceeded in accordance with the relevant regulations promulgated by the competent authorities.
-
Article 12 Any requests for transfers of shares shall not be handled by the Company within 60 days prior to the shareholders meeting, 30 days prior to the special shareholders meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other interests.
-
Article 13 Shareholder services matters the shareholder has carried out such as transfer of share certificates, creation of pledge on rights, reporting of loss, inheritance, gift, processing the lost specimen chop or replacement of a specimen chop, change of address shown on the specimen chop card, and all rights the shareholder has exercised shall, unless otherwise provided for in any rules or regulations or securities regulations, be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies.”
Chapter III Shareholders’ Meeting
Article 14 Shareholders’ meeting shall be of the following two kinds: regular meeting of shareholders and special meeting of shareholders. The Regular meeting of shareholders is held at least once every year, and shall be convened within six months after close of each fiscal year. The special meeting of shareholders is held when necessary according to law.
-
Shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. Company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.
-
Article 15 A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. In case of a special meeting of shareholders, a meeting notice shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. The date, place, and cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice and the public notice to be given to shareholders.
-
The notice to convene a meeting of shareholders may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof. For shareholders who hold less than one thousand shares of registered share certificates, the notice to convene a meeting of shareholders set forth in the preceding Paragraph may be effected by means of a public notice.
-
Article 16 Regulations governing the appointment of a proxy to attend a shareholders’ meeting shall be proceeded in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authorities.
-
Article 17 A shareholders meeting shall, unless otherwise provided for in the Company Act, be convened by the Board of Directors and chaired by the Chairman of the Board of Directors. In case the
26
Chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, the appointment of his/her proxy shall be proceeded in accordance with Article 208 of the Company Act.
-
Article 18 Resolutions at a shareholders’ meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. A shareholder exercising voting rights in electronically shall be deemed to have attended the shareholders' meeting in person, and shall follow all the rules and laws.
-
Article 19 Unless as otherwise provided for in laws and regulations, a shareholder shall have one voting power in respect of each share in his/her/its possession.
-
Article 20 Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the company.
-
The distribution of the minutes of shareholders’ meeting as required in the preceding Paragraph may be effected by means of a public notice.
Chapter IV Directors and and Audit Committee
-
Article 21 The Board of Directors of the Company may have nine to twelve directors, who shall be elected by the shareholders’ meeting from among the persons with disposing capacity and in accordance with nominating candidates system and using cumulative voting by following the article 198 of the ROC Company Law. The term of office of a director shall be three years; but he/she may be eligible for re-election. The percentage of shareholdings of all the directors and supervisors is subject to the provisions prescribed by the competent authority in charge of securities affairs.
-
The Company shall adopt audit committee system in accordance with the Article 14-4 of the Securities and Exchange Law and the provisions of the Articles of Incorporation relating to supervisors shall be ceased to apply. The Audit Committee comprises all the independent directors to exercise the powers and related matters in accordance with relevant laws and regulations.
-
Article 21-1 The independent directors shall be elected from among directors of the Company set forth as above provided that the number of independent directors shall not be less than three persons. The professional qualifications, restrictions on both shareholding and concurrent positions held, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with applicable provisions prescribed by the competent authority in charge of securities affairs.
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Article 22 The Board of Directors shall elect a Chairman of the Board Directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors, and may also elect in the same manner a vice chairman of the board in accordance with the provisions of the Articles of Association. The Chairman of the Board of Directors shall externally represent the Company. In case the Chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, the Vice Chairman shall act on his behalf. In case the Vice Chairman is also on leave or absent or unable to exercise his power and authority, the Chairman of the Board of Directors shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting Chairman of the Board of Directors.
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Article 23 In case the number of vacancies in the Board of Directors equals to one third of the total number of directors, the Board of Directors shall call, within the time period prescribed in Article 201 of the Company Act, a special meeting of shareholders to elect succeeding directors to fill the vacancies for the unexposed term of office of the predecessor.
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Article 24 The Board of Directors is organized by directors. The scope of duties and power of the Board of Directors are listed as follows:
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(1) Preparation of Articles of Association;
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(2) Determination of business guidelines;
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(3) Examination of the budget;
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(4) Determination of important officers;
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(5) Preparation of surplus earning distribution or loss off-setting proposals;
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(6) Preparation and approval of purchase and disposal of important property and real estate;
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(7) Preparation of increase/decrease in capital;
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(8) Preparation and approval of investments in other businesses; and
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(9) Other duties and power in accordance with laws and ordinances and defined by the regular meeting of shareholders.
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Article 25 Meetings of the Board of Directors shall be convened at least once every quarter. In the case of emergency or request by a majority of directors, the meeting may be convened by the Chairman in accordance with law at any time. A notice to convene a meeting of the Board of Directors and may be effected by means of electronic transmission such as telegraph, electronic mail, or fax in written form, except for the first meeting of each term of the Board of Directors which shall be convened by the director who received a ballot representing the largest number of votes at the election of directors. Unless otherwise provided for in the Company Act and Article of Associations, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. A director may appoint another director as his/her proxy to attend such meetings if they are unable to do so in person for any cause. In case a meeting of the Board of Directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
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Article 26 Resolutions adopted by the Board of Directors shall be recorded in the minutes of the meeting of the Board of Directors, which shall be affixed with the signature or seal of the chairman of the meeting and kept within the Company, and shall be distributed to all shareholders of the company within the prescribed time.
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Article 27 Powers and functions of audit committee are as follows:
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(1) Investigation of financial conditions;
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(2) Examination of accounting books and documents;
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(3) Supervision of business conditions;
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(4) Auditing of final accounting statements and records, and shall make a report of findings and opinions at the meeting of shareholders; and
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(5) Other duties and power in accordance with laws and ordinances and defined by the regular meeting of shareholders.
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Article 28 Except for performing duties of supervisions in accordance with the provisions of laws and regulations, audit committee of a company may attend the meeting of the Board of Directors.
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Article 29 The transportation allowance of a director of the Company shall be paid on a monthly basis regardless of the profits or losses of the Company and the amount thereof shall be determined by a meeting of shareholders. The Company may purchase liability insurance for directors and supervisors with a term of one (1) year.
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Article 29-1 The remuneration of all directors of the Company shall be effected by a resolution to be adopted by the Board of Directors as authorized in accordance with common industry standards.
Chapter V Managerial Officer
Article 30 The Company may have a Chief Executive Officer, and any number of general manager and vice general manager. Their appointment and removal shall be decided by a resolution to be adopted by a majority vote of the directors at a meeting of the Board of Directors attended by at least a majority of the entire directors of the Company.
Chapter VI Accounting
Article 31 The Company’s fiscal year shall commence from January 1 and end on December 31 each year. At the close of each fiscal year, the Board of Directors shall prepare final accounting statements and records.
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Article 32 Upon the general final accounting of each fiscal year, the Board of Directors of the Company shall prepare the following statements and records to general meeting of shareholders, and shall submit along with the report made by the supervisors to the general meeting of shareholders for its ratification:
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(1) Business Report;
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(2) Financial Statements; and
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(3) Surplus earning distribution or loss off-setting proposals.
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Article 33 The Company, when the general final accounting of the fiscal year shows a profit, shall be
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allocated as per the following percentages: (1) 1% to 15% as employee bonus; and
(2) not more than 3% as remuneration to directors; Prior years’ operation losses shall be reserved first.
Employees’ compensation including subsidiaries’ employees may be distributed through issuance of new shares of the Company or cash.
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Article 33-1 The Company shall, when the general final accounting of the fiscal year shows a earning, after having paid all taxes and dues and made adjustments in accordance with the Financial Accounting Standards, first have its losses been covered. At the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. It shall set aside or reverse another sum as special reserve in accordance with the regulation. The remaining balance, if any, plus the accumulated retained earnings of prior years as accumulated distributable earnings, except for retaining part or all of the amount depending on business conditions, at least 50% of the current year’s net income should be distributed.
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For long-term capital planning, the Company currently belongs to the growth stage, so shareholders’ cash dividends shall not be less than 10% of total dividends.
Chapter VII Supplemental Provisions Article 34 The organizational procedures and operations rules of the Company shall be determined by the Board of Directors.
Article 35 All matters not covered in the Articles of Association shall be pursuant to the Company Act and other applicable laws and regulations.
Article 36 The Articles of Association were first adopted on November 23, 1989. The 1st amendment was made on May 29, 1991. The 2nd amendment was made on October 24, 1994. The 3rd amendment was made on February 15, 1995. The 4th amendment was made on August 1, 1995. The 5th amendment was made on November 4, 1997. The 6th amendment was made on December 27, 1997. The 7th amendment was made on May 16, 1998. The 8th amendment was made on June 12, 2000. The 9th amendment was made on April 12, 2001. The 10th amendment was made on August 14, 2001. The 11th amendment was made on June 18, 2002. The 12th amendment was made on June 3, 2003. The 13th amendment was made on May 6, 2004. The 14th amendment was made on May 6, 2005. The 15th amendment was made on June 9, 2006. The 16th amendment was made on June 15, 2007. The 17th amendment was made on June 13, 2008. The 18th amendment was made on June 10, 2009. The 19th amendment was made on June 17, 2010. The 20th amendment was made on June 10, 2011. The 21th amendment was made on June 15, 2012. The 22th amendment was made on June 11, 2015. The 23th amendment was made on June 17, 2016. The 24h amendment on June 8, 2018. The 25h amendment on June 6, 2019. The 26h amendment on June 12, 2020. The 27h amendment on May 30, 2022. SINBON ELECTRONICS CO., LTD. Chairman Joseph Wang
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