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Sixxon — AGM Information 2023
Aug 2, 2023
52411_rns_2023-08-02_300c586d-2e85-4445-a486-3f8a2f033ec9.pdf
AGM Information
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SIXXON TECH. CO., LTD.
2024 Agenda of Annual General Shareholders’ Meeting
(Translation)
Time: 9:30 a.m. Tuesday, June 25, 2024
Place: 703 Meeting Room, 7F., No. 236, Sec. 4, Xinyi Rd., Da’ an Dist., Taipei City, Taiwan (R.O.C.)
Quorum: 23,898,911 shares were represented by the shareholders and proxies present (including 111,142 shares of electronic voting), which amounted to 77.09% of the Company’s 31,000,000 issued and outstanding shares (exclusive of shares with no voting right pursuant to Article 179 of the Company Act).
Broad Members Present: Chin-Wei, Lu (President), Jung-Lin, Ger (Director), Sui-Cheng, Ho (Director) SIXXON PRECISION MACHINERY CO., LTD. (BVI). Legal representative: Hsiao-Chi, Lin (Director), Kuo-Hsuan, Wang (Independent Director)
Attendees: I-Wen, Wang (CPA), KPMG Taiwan
Chairman: Chin-Wei, Lu
Recorder: Wei-Neng, Wang
1. Commencement:
The aggregate shareholding of the shareholders and proxies present constituted a quorum. The chairman called the meeting to order.
2. Chairperson’s Remarks (omitted)
3. Report Items
(1)
Report: Business Report of 2023.
Explanation: Please refer to Attachment I for Business Report of 2023.
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(2)
Report: Audit Committee’s Review Report on the 2023 Financial Statements Explanation: Please refer to Attachment II for Audit Committee’s Review Report.
(3)
Report: Report on 2023 Remunerations of Employees (Including Managers) and Directors
Explanation:
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(a) Process according to Article 34.1 of the Company’s Articles of Incorporation.
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(b) The income before income tax (excluding remuneration of employees) of 2023 is NT$96,986,252, and the offset for accumulated deficit is NT$0. The income before income tax (excluding remuneration of employees) is NT$96,986,252.
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(c) The Board of Directors has approved that the proposed remuneration of employees is NT$1,972,000, and the proposed remuneration of directors is NT$392,000. The remunerations are both to be distributed in cash.
(4)
Report: Report the Earnings Distribution of 2023
Explanation:
-
(a) According to Article 240, Paragraph 5 of the Company Act and Article 34.10 of the Company’s Articles of Incorporation, it is authorized that the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
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(b) Cash dividends of NT$93,000,000 were withdrawn from the distributable earnings of 2023, distributing NT$3 per share in cash.
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(c) In case of subsequent changes in the number of outstanding shares of the Company and thus a change in the cash dividend ratio occurs, the Chairman is authorized to adjust the ratio based on the actual number of outstanding shares as of the record date.
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(d) The cash dividends shall be calculated based on the shareholders’ names and their shareholding ratio in the register of shareholders on the record date. The amounts shall be rounded down zero decimal places. The total of fractional amounts less than NT$1 will be recognized as other income of the Company.
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(e) The Chairman is authorized to specify the record date and the distribution date.
(5)
Report: Report the Cash Dividends Distribution from Capital Surplus Explanation:
-
(a) According to Article 34.10 of the Company’s Articles of Incorporation, it is authorized that the capital surplus from the capital premium in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
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(b) The capital surplus from the capital premium over par value of NT$46,500,000 is proposed to distribute to shareholders according to the shareholding ratio in the register of shareholders on the record date, distributing NT$1.5 per share in cash.
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(c) In case of subsequent changes in the number of outstanding shares of the Company and thus a change in the ratio of cash distribution from capital surplus occurs, the Chairman is authorized to adjust the ratio based on the actual number of outstanding shares as of the record date.
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(d) The cash distribution from capital surplus shall be calculated based on the shareholders’ names and their shareholding ratio in the register of shareholders on the record date. The amounts shall be rounded down zero decimal places. The total of fractional amounts less than NT$1 will be recognized as other income of the Company.
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(e) The Chairman is authorized to specify the record date and the distribution date.
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4. Recognition Items
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(1) Proposed by the Board
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Proposal: Business Report and Financial Statements of 2023 Explanation:
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(a) The Company’s Consolidated Financial Statements of 2023 were audited by independent auditors, I-Wen, Wang and Kuan-Ying, Kuo of KPMG Taiwan. The Financial Statements and the Business Report have been reviewed by the Audit Committee.
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(b) Please refer to Attachment I for Business Report and Attachment III for Independent Auditors’ Report and Financial Statements.
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Resolution: The voting results are as follows: approval votes: 23,460,465 shares (including electronic voting 76,696 shares) accounted for 98.16% of the total represented shares present; disapproval votes: 30,642 shares (including electronic voting 30,642 shares); abstention votes/ no votes: 407,804 shares (including electronic voting 3,804 shares); invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.
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(2) Proposed by the Board
Proposal: 2023 Earnings Distribution
Explanation:
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(a) The net income after tax of 2023 is NT$94,619,640. After deducting the items adjusted to the current year’s unappropriated retained earnings other than the net income after tax of NT$4,857,850, adding unappropriated retained earnings in previous years of NT$134,989,240, setting aside the legal reserve of NT$8,976,179 and reversing the special reserve of NT$16,396,052, the total amount of unappropriated retained earnings is NT$232,170,903. According to Article 34.2 of the Company’s Articles of Incorporation, the cash dividends of NT$93,000,000 are proposed to distribute to shareholders. The total amount of unappropriated retained earnings after the distribution will be NT$139,170,903 and will be reserved for future years.
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(b) Please refer to Attachment IV for the Company’s 2023 Earnings Distribution.
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Resolution:
The voting results are as follows: approval votes: 23,460,465 shares (including electronic voting 76,696 shares) accounted for 98.16% of the total represented shares present; disapproval votes: 30,642 shares (including electronic voting 30,642 shares); abstention votes/ no votes: 407,804 shares (including electronic voting 3,804 shares); invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.
5. Discussion Items
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(1) Proposed by the Board Proposal: Revision of Rules Governing the Conduct of Shareholders’ Meetings Explanation:
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(a) The Rules Governing the Conduct of Shareholders’ Meetings of the Company are proposed to revise according to the announcement No. Taiwan-Stock-Governance-1120004167 of the Taiwan Stock Exchange Corporation on March 17, 2023.
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(b) Please refer to Attachment V for the comparison table of the revision.
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Resolution: The voting results are as follows: approval votes: 23,460,465 shares (including electronic voting 76,696 shares) accounted for 98.16% of the total represented shares present; disapproval votes: 30,642 shares (including electronic voting 30,642 shares); abstention votes/ no votes: 407,804 shares (including electronic voting 3,804 shares); invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.
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(2) Proposed by the Board
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Proposal: Revision of Procedure for Election of Directors Explanation:
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(a) The Procedure for Election of Directors of the Company is proposed to revise according to the announcement No. Taiwan-Stock-Governance11200147631 of the Taiwan Stock Exchange Corporation on August 23, 2023.
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(b) Please refer to Attachment VI for the comparison table of the revision.
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Resolution:
The voting results are as follows: approval votes: 23,460,465 shares (including electronic voting 76,696 shares) accounted for 98.16% of the total represented shares present; disapproval votes: 30,642 shares (including electronic voting 30,642 shares); abstention votes/ no votes: 407,804 shares (including electronic voting 3,804 shares); invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.
- (3) Proposed by the Board
Proposal: Revision of Management of Acquisition or Disposal of Assets
Explanation:
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(a) For the purposes of business development and compliance with laws, the Management of Acquisition or Disposal of Assets is proposed to revise.
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(b) Please refer to Attachment VII for the comparison table of the revision.
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Resolution: The voting results are as follows: approval votes: 23,460,465 shares (including electronic voting 76,696 shares) accounted for 98.16% of the total represented shares present; disapproval votes: 30,642 shares (including electronic voting 30,642 shares); abstention votes/ no votes: 407,804 shares (including electronic voting 3,804 shares); invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.
(4) Proposed by the Board Proposal: To Lift Non-competition Restriction on Board Members
Explanation:
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(a) To be supported by the specialty and relevant experience of the directors in the Company and to expand business, the agreement of cancelling the noncompetition restriction on directors under the condition of none of the Company’s interests being damaged is proposed according to Article 209 of the Company Act.
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(b) Please refer to the table below for the content of the directors proposed to lift non-competition restriction and their positions in other companies:
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Directors and their positions in other companies
| Job Title Name |
Job Title Name |
Position in other company | Position in other company |
|---|---|---|---|
| President Chin-Wei, Lu |
CHOICE BIOTECH INC. Representative of legal director |
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| Imoberdorf AG Director |
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| Director Jung-Lin, Ger |
Imoberdorf AG Director |
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| Independent Director |
Yi-Chun, Chen | ZEALABS INC. | President |
Resolution:
The voting results are as follows: approval votes: 23,460,265 shares (including electronic voting 76,496 shares) accounted for 98.16% of the total represented shares present; disapproval votes: 30,842 shares (including electronic voting 30,842 shares); abstention votes/ no votes: 407,804 shares (including electronic voting 3,804 shares); invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.
6. Extraordinary Motions: None.
7. Adjournment
The meeting was adjourned at 9:53 AM, June 25, 2024.
Note: There is no question raised by the shareholders in this Annual General Shareholders’ Meeting.
(This meeting minutes was recorded in accordance with Article 183, Paragraph 4 of the provisions of the Company Act. The meeting audio recording still prevail regarding the meeting content, proceedings and shareholders’ statements.)
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Attachment
(Attachment I)
SIXXON TECH. CO., LTD.
Business Report of 2023
In 2023, as the global economy was impacted by inflation and high interest rates, coupled with the stalemate in the Ukraine-Russian war and the weak end demand, these have brought many variables and challenges to the operations. Looking back at the performance over the year, Sixxon Tech. achieved a net operating revenue of NT$1,216,208 thousand, net profit after tax of NT$94,620 thousand, and earnings per share of NT$3.26 in 2023.
Sixxon Tech. is a Thailand-based manufacturing company specializing in ultra-high-precision parts and components. Using advanced metal processing technologies such as punching presses, lathes and milling machines, the Company provides parts and components, molds and fixtures required by various industries such as the automotive, industrial, 3C and medical industries. The Company mainly sells in the regions covering Asia, Europe and the Americas. About 60% of the operating revenue comes from international auto manufacturers, and nearly 30% comes from industrial application leaders such as lasers and optical communication companies. Slowing economic growth and weak terminal demand in 2023 have resulted in a decrease of NT$71,999 thousand in industrial product operating income in 2023 compared with the same period last year. This is also the main reason why operating income in 2023 decreased compared with the previous year. The decrease in the proportion of high-profit industrial products in 2023 has led to a decrease in the overall gross profit margin. Coupled with the impact of increased research and development expenses for new products, these reasons have led to a decrease in operating net profit compared with the previous year.
In 2024, it will still be a year full of challenges. It is necessary to continue to pay attention to whether the global inflation, the impact of the geopolitical conflicts, and the war situation will cause significant changes in market demand. The Company's development focus in 2024 will also focus on using its existing technology and experience to continue to develop various new products, especially for various high-end industrial equipment parts, high-precision optical communication and semiconductor-related products, and by strengthening sales and business capabilities, Sixxon Tech. continues to work on increasing the proportion of production line automation and optimizing the process to reduce production costs. After the outbreak of the US-China trade war, Southeast Asian countries have become the priority areas for international manufacturers due to their proximity to China, labor cost advantages and large markets, and Thailand is the manufacturing center of the automobile industry and precision industry manufacturing in the ASEAN region. As the forerunner of the New Southbound Project, Sixxon Tech. has been deeply rooted in the local area for many years and should have great advantages. Therefore, it will be a favorable factor for future development of Sixxon Tech.
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Looking forward to the future, the application of technology products will become more diversified and popular, and the fields such as new energy vehicles, 5G communication, semiconductor, and medical treatment will rapidly upgrade the demand for new products, new materials, and new processes, coupled with the trend of demand for miniaturization, light weight, and durability in end products, the market demand for high-precision components will also increase. Sixxon Tech. will continue to focus on high-precision product development and machine investment, and provide customers with high value-added integrated services by accelerating technological innovation and product upgrades. With the joint efforts of the team, the Company hopes to actively develop customers at home and abroad and strengthen strategic cooperation with our advanced R&D technology and production strength, so as to expand the Company's operating scale and market share, and create better operating results.
Sixxon Tech. adheres to a stable and pragmatic business philosophy and continues to adhere to the principle of quality first. All employees will spare no efforts to enhance shareholders' equity and corporate value. Finally, we would like to thank all shareholders for your long-term support and care. Thank you!
Sixxon Tech. Co., Ltd.
President: Chin-Wei, Lu
General Manager: Jung-Lin, Ger
Accounting Officer: Wei-Neng, Wang
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(Attachment II)
Sixxon Tech. Co., Ltd.
Audit Committee’s Review Report
The Board of Directors prepared and sent the Company’s 2023 annual business report, consolidated financial statements and earnings distribution proposal, among which the consolidated financial statements have been audited by the CPA firm, KPMG Taiwan as appointed by the Board of Directors, to which an independent auditor’s report has been issued.
The above-mentioned business report, consolidated financial statements and earnings distribution proposal have been reviewed by the Audit Committee. Please review.
Sincerely,
2024 Annual General Shareholders’ Meeting of the Company
Sixxon Tech. Co., Ltd.
Audit Committee Convener: Yi-Chun, Chen
March 14, 2024
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KPMG
台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of Sixxon Tech. Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Sixxon Tech. Co., Ltd. and its subsidiaries (“ the Group”), which comprise the consolidated balance sheet as of December 31, 2023 and 2022, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audits of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Operating Revenue- Revenue Recognition of consignment Inventory
Please refer to note 4(n) revenue for operating revenue recognition of hub inventory ; information regarding sales revenue from contracts with customers is shown in note 6(r) of the consolidated financial statements.
11 KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
3-1
Description of key audit matter:
The Group has hub inventory in overseas warehouses which do not belong to the Group. The revenue recognition, according to the partial sales contract of the Group, should be based on the circumstance of hub inventory withdraw. Both parties reconcile periodically to ensure the consistency in the amount and the timing of sales recognition. Therefore, revenue recognition, hub inventory withdraw is one of the key judgmental areas for our audit.
Audit Procedure:
Our principal audit procedures included: selectively testing the related controls surrounding the sales and collection cycle. Besides, reconciling the account records between the Group and overseas warehouse as well as obtaining external information to assess whether the operating revenue recognition of the Group is in accordance with the related accounting policies are applied appropriately.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Wang, I-Wen and Kuo, Kuan-Ying.
KPMG
Taipei, Taiwan (Republic of China) March 14, 2024
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the 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.
The auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) SIXXON TECH. CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note (6)(a)) 1110 Current financial assets at fair value through profit or loss (note (6)(b)) 1136 Current financial assets at amortized cost (note (6)(c)) 1170 Accounts receivable, net (including related parties) (notes (6)(d)and (7)) 1310 Inventories, net (note (6)(e)) 1470 Other current assets (note (6)(i)) Non-current assets: 1600 Property, plant and equipment (notes (6)(f)and (8)) 1755 Right-of-use assets (note (6)(g)) 1780 Intangible assets (note (6)(h)) 1900 Other non-current assets (notes (6)(i)and (8)) Total assets |
December 31, 2023 Amount % $ 968,155 34 - - 184,230 7 330,130 12 237,449 8 30,756 2 1,750,720 63 1,050,380 37 1,346 - 3,308 - 12,658 - 1,067,692 37 $ 2,818,412 100 |
December 31, 2022 Amount % 750,362 30 863 - 92,130 4 293,445 11 294,320 11 28,175 1 1,459,295 57 1,065,104 42 - - 4,094 - 16,028 1 1,085,226 43 2,544,521 100 Liabilities and Equity Current liabilities: 2120 Current financial liabilities at fair value through profit or loss (note (6)(b)) 2170 Accounts payable (note (7)) 2200 Other payables (note (6)(k)) 2230 Current income tax liabilities 2280 Current lease liabilities (note (6)(l)) 2300 Other current liabilities Non-Current liabilities: 2580 Non-current lease liabilities (note (6)(l)) 2600 Provisions for employee benefits, non-current (note (6)(m)) Total liabilities Equity(notes (6)(o)and (p)): 3100 Share capital 3200 Capital surplus 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity Total equity Total liabilities and equity |
December 31, 2023 | December 31, 2023 | December 31, 2022 Amount % 7,986 - 67,212 3 47,605 2 340 - - - 6,193 - 129,336 5 - - 92,318 4 221,654 9 275,000 11 1,690,575 66 41,255 2 - - 413,520 16 (97,483) (4) 2,322,867 91 2,544,521 100 |
|
|---|---|---|---|---|---|---|
| Amount | % |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SIXXON TECH. CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 4000 Operating revenue, net(notes (6)(r) and (7)) 5000 Operating costs (notes (6)(e), (6)(m), (7)and (12)) Gross profit from operations Operating expenses(notes(6)(m), (p), (s), (7)and(12)): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit losses (gains) (note (6)(d)) Total operating expenses 6900 Operating Income Non-operating income and expenses: 7100 Interest income 7190 Other income 7020 Other gains and losses 7230 Foreign exchange gains, net (note (6)(t)) 7510 Interest expense 7590 Miscellaneous disbursements 7235 Gains (losses) on financial assets (liabilities) at fair value through profit or loss 7900 Income before income tax 7950 Less: Income tax expenses (note (6)(n)) Net income 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss: 8311 Gains (losses) on remeasurements of defined benefit plans 8360 Items that may be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8300 Other comprehensive income, net 8500 Total comprehensive income Earnings per share(note (6)(q)): 9750 Basic earnings per share (NT dollars) 9850 Diluted earnings per share (NT dollars) |
2023 Amount % $ 1,216,208 100 983,841 81 232,367 19 49,048 4 70,986 6 50,630 4 3,236 - 173,900 14 58,467 5 31,882 3 630 - 5,116 - 1,674 - (23) - (238) - (1,105) - 37,936 3 96,403 8 1,783 - 94,620 8 (4,858) - 16,396 1 11,538 1 $ 106,158 9 $ 3.26 $ 3.26 |
2022 |
|---|---|---|
| Amount % 1,307,358 100 976,901 75 330,457 25 52,218 4 64,965 5 28,141 2 (1,679) - 143,645 11 186,812 14 8,915 1 1,143 - 3,991 - 75,699 6 - - (23) - 17,111 1 106,836 8 293,648 22 639 - 293,009 22 4,969 - 94,579 8 99,548 8 392,557 30 10.65 |
||
| 10.62 |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SIXXON TECH. CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2022 Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends of ordinary share Net income for the year ended December 31,2022 Other comprehensive income for the year ended December 31,2022 Comprehensive income for the year ended December 31,2022 Balance at December 31, 2022 Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary share Net income for the year ended December 31,2023 Other comprehensive income for the year ended December 31,2023 Comprehensive income for the year ended December 31,2023 Capital increase by cash Share-based payment transaction Balance at December 31, 2023 |
Ordinary shares $ 275,000 - - - - - 275,000 - - - - - - 35,000 - $ 310,000 |
Capital surplus 1,690,575 - - - - - 1,690,575 - - - - - - 302,239 341 1,993,155 |
Retained earnings | Retained earnings | Retained earnings | Other equity Exchange differences on translation of foreign financial statements |
Total equity |
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|---|---|---|---|---|---|---|---|---|---|
| Legal reserve 11,197 30,058 - - - - 41,255 29,798 - - - - - - - 71,053 |
Special reserve | Unappropriated retained earnings |
|||||||
| - | 318,850 | (192,062) - - - 94,579 94,579 (97,483) - - - - 16,396 16,396 - - (81,087) |
2,103,560 - (173,250) 293,009 99,548 392,557 2,322,867 - - (151,250) 94,620 11,538 106,158 337,239 341 2,615,355 |
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| - - |
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| - - |
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| - | |||||||||
| - - 97,483 - |
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| - - |
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| - | |||||||||
| - - |
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| 97,483 |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SIXXON TECH. CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Income before income tax Adjustments: Depreciation expense Amortization expense Expected credit loss (gain) Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Share-based compensation cost Gain on disposal of property, plant and equipment Total adjustments to reconcile profit Changes in operating assets and liabilities: (Increase) decrease in financial assets or liabilities at fair value through profit or loss (Increase) decrease in accounts receivable (including related parties) Decrease (increase) in inventories Increase in other current assets Decrease in other non - current assets Decrease in accounts payable (including related parties) Decrease in accrued expense and other payable Decrease in other current liabilities Increase in provisions for employee benefits Total adjustments Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from investing activities: Acquisition of financial assets at amortized cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in other non-current assets Decrease (increase) in prepayments for business facilities Net cash flows used in investing activities Cash flows from financing activities: Payment of lease liabilities Cash dividends paid Capital increase by cash Net cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2023 $ 96,403 167,228 2,072 3,236 1,105 23 (31,882) 341 (5,130) 136,993 (5,233) (39,958) 56,871 (544) - (18,929) (4,586) (2,789) 3,831 (11,337) 125,656 222,059 29,845 (23) (1,925) 249,956 (97,164) (140,564) 5,241 (1,252) (73) 3,443 (230,369) (224) (151,250) 337,239 185,765 12,441 217,793 750,362 $ 968,155 |
2022 293,648 143,744 2,329 (1,679) (17,111) - (8,915) - (3,991) 114,377 25,274 14,930 (59,563) (4,558) 731 (6,575) (8,098) (3,354) 11,720 (29,493) 84,884 378,532 5,664 - (466) 383,730 (92,130) (140,043) 42,179 (1,238) (1,341) (7,239) (199,812) - (173,250) - (173,250) 22,348 33,016 717,346 750,362 |
|---|---|---|
See accompanying notes to consolidated financial statements.
17
(Attachment IV)
Sixxon Tech. CO., LTD.
2023 Earnings Distribution
(New Taiwan Dollars)
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Amount
Item
Subtotal Total
Beginning balance of unappropriated retained earnings 134,989,240
Add: Net income after tax of 2023 94,619,640
Less: Other Comprehensive Income
- Remeasurements of defined benefit plans (4,857,850)
Net income after tax of this year and the items adjusted to
the current year’s unappropriated retained earnings
other than the net income after tax 89,761,790
Less: Legal reserve (10%) (8,976,179)
Add: Reversal of special reserve 16,396,052
Unappropriated retained earnings 232,170,903
Less: Distribution of dividends to shareholders (Note)
(Cash dividends NT$3.0 per share) (93,000,000)
Ending balance of unappropriated retained earnings 139,170,903
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Cash dividends to shareholders: NT$3.0 per share
Note: The cash dividends to shareholders this year are distributed from the beginning balance of unappropriated retained earnings.
President: Chin-Wei, Lu
General Manager: Jung-Lin, Ger
Accounting Officer: Wei-Neng, Wang
18
(Attachment V)
Comparison Table of the Revision of Rules Governing the Conduct of Shareholders’ Meetings
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Revised Article Original Article Explanation
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| Comparison Table of the Revision of **Rules Governing the Conduct of Shareholders’ Meetings ** |
Comparison Table of the Revision of **Rules Governing the Conduct of Shareholders’ Meetings ** |
Comparison Table of the Revision of **Rules Governing the Conduct of Shareholders’ Meetings ** |
Comparison Table of the Revision of **Rules Governing the Conduct of Shareholders’ Meetings ** |
|---|---|---|---|
| Revised Article Original Article Explanation |
|||
| Article 3, Paragraph 2 Unless otherwise provided in Regulations Governing the Administrations of Shareholder Services of Public Companies, a company that will convene a shareholders’meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its Board of Directors. Shareholders’meetings with video conferencing shall obtain approval by a majority vote of the directors in attendance at a Board of Directors meeting attended by two-thirds or more of the directors before proceeding to convene the meeting. |
Article 3, Paragraph 2 | New-added paragraph. There will be more restrictions on shareholders’ equity if a company holds a shareholders’ meeting with video conferencing since shareholders can only participate by video instead of physical meeting. The Paragraph 2 is added to protect shareholders’ equity. It specifies that unless otherwise provided in Regulations Governing the Administrations of Shareholder Services of Public Companies, a company that will convene a shareholders’ meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its Board of Directors. Shareholders’ meetings with video conferencing shall obtain approval bya |
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Revised Article Original Article Explanation
majority vote of the
directors in
attendance at a
Board of Directors
meeting attended by
two-thirds or more
of the directors
before proceeding to
convene the meeting,
namely
Supermajority vote.
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| Revised Article Original Article Explanation |
Revised Article Original Article Explanation |
Revised Article Original Article Explanation |
Revised Article Original Article Explanation |
|---|---|---|---|
| majority vote of the directors in attendance at a Board of Directors meeting attended by two-thirds or more of the directors before proceeding to convene the meeting, namely Supermajorityvote. |
|||
| Article 6, Paragraph 1, Subparagraph 3 To convene a video conferencing shareholders’ meeting, the Company shall include the follow particulars in the shareholders’ meeting notice: Subparagraph 1 and 2 omitted. 3. To convene a video conferencing shareholders’meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’meeting online shall be specified. Except for the circumstances specified in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders connection equipment and necessary assistance, and the period during which shareholders may apply to the Company and other relevant precautions shall be specified. |
Article 6, Paragraph 1, Subparagraph 3 To convene a video conferencing shareholders’ meeting, the Company shall include the follow particulars in the shareholders’ meeting notice: Subparagraph 1 and 2 omitted. 3. To convene a video conferencing shareholders’ meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online shall be specified. |
1. Considering the convening of a video conferencing shareholders’ meeting, shareholders can only participate in the shareholders’ meeting online, to provide appropriate alternative measures for shareholders who have difficulty participating in video conferencing meetings, and to assist them to use connection equipment to participate in the shareholders’ meeting, the latter part of Subparagraph 3 is added. It is specified that the Company shall at least provide the connection equipment and venue for |
|
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Revised Article Original Article Explanation
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shareholders to participate in the meeting, assign relevant personnel on the spot to provide necessary assistance to shareholders, and shall specify the period during which shareholders may apply to the Company and other relevant precautions in the notice of the shareholders’ meeting. 2. In addition, in the event of the occurrence of Article 44-19, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, due to a natural disaster, unforeseen event, or other force majeure event, the Ministry of Economic Affairs announces that the Company may hold a shareholders’ meeting through video conferencing within a certain period of time without being
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| Revised Article | Original Article | Explanation | |
|---|---|---|---|
| specified in the Articles of Incorporation, and necessary supporting measures must be provided according to the situation at that time. Therefore, it is added in Subparagraph 3 that if the circumstances in Article 44-9, Paragraph 6 occur, it is not necessary to apply the latter paragraph of Subparagraph 3. |
|||
| Article 22 When convening a video conferencing shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online.Except for the circumstances specified in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders connection equipment and necessary assistance, and the period during which shareholders may apply to the Company and other relevant precautions shall be specified. |
Article 22 When convening a video conferencing shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online. |
The reason for the revision is the same as Article 6, Paragraph 1. |
22
(Attachment VI)
Comparison Table of the Revision of Procedure for Election of Directors
| Revised Article | Original Article | Explanation | |
|---|---|---|---|
| Article 5, Paragraph 2 If the independent directors of the Companydo not comply with Article 24, Paragraph 1 of the Company’s Corporate Governance Best Practice Principles,or when the number of directors falls below five due to the dismissal of a director for any reason, the Company shall holda re-electionor 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. |
Article 5, Paragraph 2 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. |
In line with the establishment of the Audit Committee by the Listed Companies, the number of independent directors has been adjusted. In accordance with the promotion of “Corporate Governance 3.0 - Sustainable Development Road Map” and the implementation of Measure 2 of the “Action Plan for Sustainable Development of Listed and OTC Companies (2023)”, efforts are made to deepen the corporate sustainability governance culture by strengthening the roles of independent directors and audit committees. |
|
| Article 5, Paragraph 4 If violating Article 24, Paragraph 9 of the Company’s Corporate Governance Best Practice Principles, the violation should be corrected within three months from the date on which the fact occurred. |
New-added paragraph. |
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(Attachment VII)
Comparison Table of the Revision of Management of Acquisition or Disposal of Assets
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Revised Article Original Article Explanation
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| Comparison Table of the Revision of Management of Acquisition or Disposal of Assets |
Comparison Table of the Revision of Management of Acquisition or Disposal of Assets |
Comparison Table of the Revision of Management of Acquisition or Disposal of Assets |
|---|---|---|
| Revised Article Original Article Explanation |
||
| Article 14, Paragraph 1, Subparagraph 2 Operating (hedging) strategies The Company engages in derivative trading, which is divided into hedging transactions and non- hedging transactions. Hedging transactions are conducted to mitigate or reduce risks, with no aim of profit generation; non- hedging transactions involve establishing new positions in assets, liabilities, or investment portfolios, with the expectation of benefiting from market fluctuations. In conducting derivative financial instrument transactions, the Company should primarily focus on hedging transactions, with non- hedging transactions as a supplement. Engaging in hedging transactions is mainly aimed at mitigating risks arising from the Company’s business operations. At appropriate times, if seeking financial operational profits beyond normal business operations, non- hedging transactions may also be employed to profit from the price differences in commodity transactions. However, such operations should adhere to the risk exposure limits predetermined by the Company and be controlled in accordance with the maximum loss limits established. |
Article 14, Paragraph 1, Subparagraph 2 Operating (hedging) strategies The Company engages in derivative trading, which is divided into hedging transactions and non- hedging transactions. Hedging transactions are conducted to mitigate or reduce risks, with no aim of profit generation; non- hedging transactions involve establishing new positions in assets, liabilities, or investment portfolios, with the expectation of benefiting from market fluctuations. In conducting derivative financial instrument transactions, the Company should primarily focus on hedging transactions, with non- hedging transactions as a supplement. Engaging in hedging transactions is mainly aimed at mitigating risks arising from the Company’s business operations. The currency held must correspond to the actual foreign currency requirements of the Company’s import and export transactions. The principle is to internally offset the Company’s overall positions (referring to foreign currency income and expenditure), thereby reducing the Company’s overall foreign exchange risk and saving foreign exchange operating costs. At appropriate times, if seeking financial operational profits beyond normal business operations, non- hedging transactions may also be employed to profit from the price differences in commodity |
To align with the practical methods used for evaluating and undertaking transactions to hedge foreign exchange risks, and in accordance with the internal control review recommendations from the Foreign Listing Department of Taiwan Stock Exchange in 2023, certain explanations have been revised to ensure the coherence of this procedure’s logic. |
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Revised Article Original Article Explanation
transactions. However, such
operations should adhere to the risk
exposure limits predetermined by
the Company and be controlled in
accordance with the maximum loss
limits established.
Article 14, Paragraph 1, Article 14, Paragraph 1, To align with the
Subparagraph 4 Subparagraph 4 practical methods
Performance evaluation Performance evaluation used for evaluating
A. Hedging transactions A. Hedging transactions and undertaking
(1) The performance evaluation (1) The performance evaluation transactions to hedge
is based on the gains or is based on the gains or foreign exchange
losses generated between the losses generated between the risks, and in
Company’s book exchange Company’s book exchange accordance with the
rate costs and its derivative rate costs and its derivative internal control
financial transactions. financial transactions. review
(2) To adequately assess and (2) To adequately assess and recommendations
express the valuation risk of express the valuation risk of from the Foreign
transactions, the Company transactions, the Company Listing Department
adopts a monthly valuation adopts a monthly valuation of Taiwan Stock
method to evaluate gains or method to evaluate gains or Exchange in 2023,
losses. losses. certain explanations
(3) The finance department (3) The finance department have been revised to
should provide position should provide position ensure the coherence
valuations of foreign valuations of foreign of this procedure’s
exchange and market exchange and market logic.
analysis of foreign exchange analysis of foreign exchange
market trends to senior market trends to General
executives authorized by the Manager for management
Board for management reference and guidance.
reference and guidance. B. Non-hedging transactions
B. Non-hedging transactions Performance evaluation is based
Performance evaluation is based on the actual gains or losses
on the actual gains or losses generated, and position reports
generated, and position reports are prepared regularly to provide
are prepared regularly to provide management with reference.
management with reference.
Article 14, Paragraph 3 Article 14, Paragraph 3 To align with the
Internal audit system Internal audit system practical methods
1. Internal Auditors personnel 1. Internal Auditors personnel used for evaluating
shall periodically make a shall periodically make a and undertaking
determination of the suitability determination of the suitability transactions to hedge
of internal controls on of internal controls on foreign exchange
derivatives and conduct a derivatives and conduct a risks, and in
monthly audit of how faithfully monthly audit of how faithfully accordance with the
the trading department adheres derivatives trading by the internal control
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Revised Article Original Article Explanation
to Regulations Governing the trading department adheres to review
Acquisition and Disposal of the procedures for engaging in recommendations
Assets by Public Companies derivatives trading, and prepare from the Foreign
and these procedures, and an audit report. If any material Listing Department
prepare an audit report. If any violation is discovered, Audit of Taiwan Stock
material violation is discovered, Committee shall be notified in Exchange in 2023,
Audit Committee shall be writing. certain explanations
notified in writing. 2. Internal Auditors should submit have been revised to
2. Internal Auditors should submit audit reports along with the ensure the coherence
audit reports along with the annual audit status of internal of this procedure’s
annual audit status of internal audit operations to the Financial logic.
audit operations to the Financial Supervisory Commission (FSC)
Supervisory Commission (FSC) by the end of February of the
by the end of February of the following year. Additionally,
following year. Additionally, Internal Auditors should report
Internal Auditors should report the status of improvements in
the status of improvements in abnormal situations to the
abnormal situations to the Securities and Futures Bureau
Securities and Futures Bureau for filing no later than the end
for filing no later than the end of May of the following year.
of May of the following year.
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-
notified in writing. 2. Internal Auditors should submit have been revised to Internal Auditors should submit audit reports along with the ensure the coherence audit reports along with the annual audit status of internal of this procedure’s annual audit status of internal audit operations to the Financial logic. audit operations to the Financial Supervisory Commission (FSC) Supervisory Commission (FSC) by the end of February of the by the end of February of the following year. Additionally, following year. Additionally, Internal Auditors should report Internal Auditors should report the status of improvements in the status of improvements in abnormal situations to the abnormal situations to the Securities and Futures Bureau Securities and Futures Bureau for filing no later than the end for filing no later than the end of May of the following year. of May of the following year.
-
Article 14, Paragraph 5 Article 14, Paragraph 5 To align with the Supervisory principles of the Board Supervisory principles of the Board practical methods of Directors when engaging in of Directors when engaging in used for evaluating derivative commodity trading derivative commodity trading and undertaking The Board of Directors should 1. The Board of Directors should transactions to hedge designate senior management designate senior management foreign exchange personnel to pay continuous personnel to pay continuous risks, and in attention to monitoring and attention to monitoring and accordance with the controlling derivatives trading controlling derivatives trading internal control risk. The management risk. The management review principles are as follows: principles are as follows: recommendations A. Periodically evaluate the risk A. Periodically evaluate the risk from the Foreign management measures management measures Listing Department currently employed are currently employed are of Taiwan Stock appropriate and are appropriate and are Exchange in 2023, faithfully conducted in faithfully conducted in certain explanations accordance with Regulations accordance with these have been revised to Governing the Acquisition Regulations and the ensure the coherence and Disposal of Assets by procedures for engaging in of this procedure’s Public Companies and these derivatives trading logic. procedures. formulated by the Company.
-
B. When irregular B. When irregular circumstances are found in circumstances are found in the course of supervising the course of supervising trading and profit-loss trading and profit-loss
-
Article 14, Paragraph 5 Supervisory principles of the Board of Directors when engaging in derivative commodity trading
-
The Board of Directors should designate senior management personnel to pay continuous attention to monitoring and controlling derivatives trading risk. The management principles are as follows:
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Revised Article Original Article Explanation
circumstances, appropriate circumstances, appropriate
measures shall be adopted measures shall be adopted
and a report immediately and a report immediately
made to the Board of made to the Board of
Directors; independent Directors; independent
directors shall be present at directors shall be present at
the Board of Director’s the Board of Director’s
meeting of the Company and meeting of the Company and
express an opinion. express an opinion.
2. Periodically evaluate whether 2. Periodically evaluate whether
derivatives trading performance derivatives trading performance
is consistent with established is consistent with established
operational strategy and operational strategy and
whether the risk undertaken is whether the risk undertaken is
within the Company’s within the Company’s
permitted scope of tolerance. permitted scope of tolerance.
3. The Company shall report to 3. The Company shall report to
the soonest meeting of the the soonest meeting of the
Board of Directors after it Board of Directors after it
authorizes the relevant authorizes the relevant
personnel to handle derivates personnel to handle derivates
trading in accordance with these trading in accordance with its
procedures. Procedures for Engaging in
4. The Company engaging in Derivatives Trading.
derivatives trading shall 4. The Company engaging in
establish a log book in which derivatives trading shall
details of the types and amounts establish a log book in which
of derivatives trading engaged details of the types and amounts
in, Board of Directors approval of derivatives trading engaged
dates, and the matters required in, Board of Directors approval
to be carefully evaluated under dates, and the matters required
Subparagraph 2 of Paragraph 4, to be carefully evaluated under
Subparagraph 1 and 2 of Subparagraph 2 of Paragraph 4,
Paragraph 5 of this Article shall Subparagraph 1 and 2 of
be recorded in detail in the log Paragraph 5 of this Article shall
book. be recorded in detail in the log
book.
Article 21, Paragraph 6 Article 21, Paragraph 6 Update the effective
Implementation and amendment Implementation and amendment date of the amended
The establishment or amendment of When these procedures are adopted articles of this
this procedure shall require the or amended, they shall be approved procedure.
consent of more than half of all by one-half or more of all Audit
members of the Audit Committee Committee members and submitted
and approval by the Board of to the Board of Directors for a
Directors, followed by submission resolution, followed by submission
for approval by the shareholders’ for approval by the shareholders’
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Revised Article Original Article Explanation
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| Revised Article Original Article Explanation |
Revised Article Original Article Explanation |
Revised Article Original Article Explanation |
|---|---|---|
| meeting. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director’s dissenting opinion to the Audit Committee. When these procedures are submitted for discussion by the Board of Directors pursuant to the preceding paragraph, the Board of Directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting. If approval of one-half or more of all Audit Committee members as required in the preceding paragraph is not obtained, these procedures may be implemented if approved by two-thirds or more of all directors and submit the matter for approval by she shareholders’ meeting, and the resolution of the audit committee shall be recorded in the minutes of the Board of Directors meeting. The terms “all Audit Committee members” and “all directors” shall be counted as the actual number of persons currently holding those positions. If there are changes in the laws and regulations of the Republic of China regarding the matters specified in this procedure, the relevant articles of the new amended laws and regulations shall replace those in this procedure. The Audit Committee and the Board of Directors shall revise this procedure in accordance with the new amended laws and regulations,and |
meeting. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director’s dissenting opinion to the Audit Committee. When these procedures are submitted for discussion by the Board of Directors pursuant to the preceding paragraph, the Board of Directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting. If approval of one-half or more of all Audit Committee members as required in the preceding paragraph is not obtained, these procedures may be implemented if approved by two-thirds or more of all directors and submit the matter for approval by she shareholders’ meeting, and the resolution of the audit committee shall be recorded in the minutes of the Board of Directors meeting. The terms “all Audit Committee members” and “all directors” shall be counted as the actual number of persons currently holding those positions. If there are changes in the laws and regulations of the Republic of China regarding the matters specified in this procedure, the relevant articles of the new amended laws and regulations shall replace those in this procedure. The Audit Committee and the Board of Directors shall revise this procedure in accordance with the new amended laws and regulations,and |
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Revised Article Original Article Explanation
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| Revised Article | Revised Article | Original Article | Explanation |
|---|---|---|---|
| submit such revisions for approval by the shareholders’ meeting. This procedure was formulated and implemented after being passed by the shareholders’ meeting on July 20, 2020. The first amendment to the Articles was implemented after being passed by the shareholders’ meeting on May 12, 2022. The second amendment to the Articles was implemented after being passed by the shareholders’ meeting on June 25, 2024. |
submit such revisions for approval by the shareholders’ meeting. This procedure was formulated and implemented after being passed by the shareholders’ meeting on July 20, 2020. The first amendment to the Articles was implemented after being passed by the shareholders’ meeting on May 12, 2022. |
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