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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.

1

(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:

  • (a) Process according to Article 34.1 of the Company’s Articles of Incorporation.

  • (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.

  • (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.

  • (b) Cash dividends of NT$93,000,000 were withdrawn from the distributable earnings of 2023, distributing NT$3 per share in cash.

  • (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.

2

  • (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.

  • (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.

  • (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.

  • (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.

  • (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.

  • (e) The Chairman is authorized to specify the record date and the distribution date.

3

4. Recognition Items

  • (1) Proposed by the Board

  • Proposal: Business Report and Financial Statements of 2023 Explanation:

  • (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.

  • (b) Please refer to Attachment I for Business Report and Attachment III for Independent Auditors’ Report and Financial Statements.

  • 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.

  • (2) Proposed by the Board

Proposal: 2023 Earnings Distribution

Explanation:

  • (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.

  • (b) Please refer to Attachment IV for the Company’s 2023 Earnings Distribution.

4

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

  • (1) Proposed by the Board Proposal: Revision of Rules Governing the Conduct of Shareholders’ Meetings Explanation:

  • (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.

  • (b) Please refer to Attachment V for the comparison table of the revision.

  • 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.

  • (2) Proposed by the Board

  • Proposal: Revision of Procedure for Election of Directors Explanation:

  • (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.

  • (b) Please refer to Attachment VI for the comparison table of the revision.

5

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:

  • (a) For the purposes of business development and compliance with laws, the Management of Acquisition or Disposal of Assets is proposed to revise.

  • (b) Please refer to Attachment VII for the comparison table of the revision.

  • 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:

  • (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.

  • (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:

6

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
Imoberdorf AG
Director
Director
Jung-Lin, Ger
Imoberdorf AG
Director
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.)

7

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.

8

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

9

(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

10

3

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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.

  1. 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:

  1. 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.

  2. 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.

12

3-2

  1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  2. 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.

  3. 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.

  4. 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.

13

4

(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.

14

5

(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.

15

6

(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
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
-
-
-
-
-
-
-
97,483
-
-
-
-
-
-
97,483

See accompanying notes to consolidated financial statements.

16

7

(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

19

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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

20

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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

21

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.

23

(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.

24

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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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25

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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:

26

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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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27

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----- Start of picture text -----

Revised Article Original Article Explanation
----- End of picture text -----

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

28

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----- Start of picture text -----

Revised Article Original Article Explanation
----- End of picture text -----

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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