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ST — AGM Information 2025
Jul 8, 2025
51759_rns_2025-07-08_2a1c52ff-132e-48f5-b3c2-19ffac028bd5.pdf
AGM Information
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Stock Code : 1235

SHIN TAI INDUSTRY CO., LTD.
2025 Annual Shareholders’ Meeting
Meeting Handbook
Date: June 19, 2025
Location: No.10, Kaonang Highway., Jenwuh, Kaohsiung City 814, Taiwan
Table of Contents
- Meeting Agenda... 1
- Report Items... 2
- Proposed Resolutions... 6
- Discussion... 8
- Extempore Motion... 9
- Adjournment... 9
Supplement
2024 Independent Auditors’ Report and Financial Statements... 10
Comparison Table of Articles of Incorporation Before and After Revision... 31
Articles of Incorporation(before amendment)... 33
The impact of this dividend distribution on the company's operating performance, earnings per share and shareholders' return on investment... 40
Employee remuneration and directors and supervisors remuneration and other related informatio... 40
Directors’ Shareholding... 41
1
- Meeting Agenda
SHIN TAI INDUSTRY CO.,LTD.
2025 Annual General Shareholders’ Meeting Notice
Time: June 19, 2025 9:00AM
Location: No.10, Kaonang Highway., Jenwuh, Kaohsiung City 814, Taiwan
- Call the Meeting to Order
- Chairperson Remarks
-
Report Items
(1) The 2024 Business Report
(2) Audit Committee's Review Report for 2024
(3) Report on the distribution of employees and directors’ remuneration for 2024 -
Proposed Resolutions
(1) To approve the 2024 Business Report and Financial Statements
(2) To approve the proposal for distribution of 2024 profits -
Discussion
(1) To discuss the issue of new shares for 2024 stock dividends
(2) Amendment of the “Articles of Incorporation” -
Extempore Motion
- Adjournment
2
2. Report Items
(1) The 2024 Business Report
The 2024 Business Report
During the year 2024, we sold a total of 1,197 metric tons of fully formulated feeds for aquaculture and livestock, which is a decrease of 417 metric tons compared to the previous year, representing a decrease rate of 25.8%. Additionally, we sold 330 metric tons of single-ingredient feeds, which is a decrease of 373 metric tons compared to the previous year, resulting in a decrease rate of 53.1%. In total, our sales for the year amounted to 1,527 metric tons.
The net operating revenue for the year 2024 was 22,900 million NT dollars, a decrease of 9,077 million NT dollars compared to the previous year's net operating revenue of 31,977 million NT dollars, representing a decrease rate of approximately 28.39%.
Due to the receipt of cash dividends of 4,535 million NT dollars and the recognition of the profit from investments in associated companies amounting to 26,044 million NT dollars, our net profit after tax for the year amounted to 7,191 million NT dollars.
Although our performance in the feed business was not outstanding, we possess valuable land assets. Moreover, our subsidiary companies and investments in listed companies have shown good revenue performance and profit growth, providing us with substantial potential benefits. Additionally, we receive stable dividend income every year. In the future, we do not rule out the possibility of realizing profits at the right time.
We hereby provide the following summary of our business operations for the year 2024:
- Sales Overview
Unit: Metric Tons; Thousand NT Dollars
| Product Category | 2024 | 2023 | ||
|---|---|---|---|---|
| Quantity | Quantity | Quantity | Amount | |
| Fish Feeds | 1,010 | 17,680 | 1,383 | 22,780 |
| Shrimp Feed | 138 | 2,290 | 165 | 2,623 |
| Pet Feeds (Dog/Cat) | 49 | 1,480 | 66 | 2,754 |
| Other Feeds | 0 | 0 | 0 | 0 |
| Subtotal Feeds | 1,197 | 21,450 | 1,614 | 28,157 |
| Single-Ingredient Feeds | 330 | 1,529 | 703 | 3,873 |
| Other | 0 | 1 | 0 | 0 |
| Total | 1,527 | 22,980 | 2,317 | 32,030 |
3
- Profit and Loss Overview
In the fiscal year 2024, the company had a gross loss of 955 thousand NT dollars. After deducting selling and administrative expenses, the core business incurred a loss of 10,658 thousand NT dollars. However, due to cash dividend allocation and recognition of investment income from affiliated companies, the pre-tax net profit was 10,754 thousand NT dollars, and the net profit after tax was 7,191 thousand NT dollars, resulting in an earnings per share of 0.08 NT dollars.
- Business Outlook
The company will continue to strengthen staff training, enhance talent, and improve feed quality. It will also expand the sales volume of high-margin aquatic feeds, which is expected to gradually improve revenue.
- Summary of Business Plan for Year 2025
Business Policy:
(1) Comprehensive implementation of ISO quality management, continuously improving processes to achieve the goal of cost reduction and sales performance enhancement.
(2) Strengthen communication with customers, enhance customer service, meet customer needs, and create brand value.
(3) Emphasize the quality of raw material sources, strengthen raw material and finished product inspections to ensure food safety and fulfill corporate social responsibility.
(4) Enhance corporate governance.
Business Plan:
Estimated sales volume of aquatic feed for year 2025: 2,000 metric tons.
- Future Sales Overview:
Based on past performance and changes in market demand, the projected sales quantities for year 2025 are as follows:
| Product Category | Dog/Cat Feed | Fish Feed | Shrimp Feed | Total |
|---|---|---|---|---|
| Projected Quantity (2025) | 300 tons | 1,500 tons | 200 tons | 2,000 tons |
The competition in the Taiwanese livestock and aquaculture product market is intense. Furthermore, the outbreak of avian influenza has led to a significant culling of poultry, affecting the willingness of some farmers to continue their operations. As a result, the sales of chicken and duck feed have declined. Additionally, the depreciation of the
Taiwanese dollar has increased the cost of importing raw materials, and intensified price competition among industry peers, leading to a decline in feed prices. These factors have created a challenging business environment for the feed industry. To address these challenges, our company is actively integrating our research and development as well as marketing resources, improving product quality and manufacturing technology, and focusing on high-margin aquaculture feed to enhance operational efficiency.
-
Future Company Development Strategy:
Our company's future development strategy focuses on product diversification and expanding market share to achieve long-term sustainability. -
External Competitive Environment, Regulatory Environment, and Macro Business Environment:
After joining the WTO, the livestock and aquatic product markets have experienced complete openness, resulting in intense competition in terms of price, quality, and service. Our company upholds the founding spirit of service, quality, and innovation to stabilize market share and expand our business scale in this competitive landscape, aiming for sustainable operation.
The feed industry serves as a key source of protein for human consumption. With our adherence to ISO 9001:2000 quality standards and years of establishing a strong quality foundation, our company aims to provide the people with healthy, safe, and environmentally-friendly protein sources. Particularly in recent years, with frequent food safety incidents, we are committed to ensuring that our livestock and aquatic food products comply with food safety and hygiene regulations.
We closely monitor the breeding conditions of our customers and provide timely assistance in livestock management. By offering high-quality feed, we strive for a win-win situation, where both our company and customers benefit.
Chairman: Wu Jinquan
Management Personnel: Ye Wenteng
Accounting Supervisor: Tai Jungying
(2)Audit Committee's Review Report for 2024
SHIN TAI INDUSTRY CO.,LTD.
Audit Committee’s Review Report
The Board has submitted the Company’s 2024 business report, consolidated and individual financial statements, where consolidated and individual financial statements have been audited by Solomon & Co., CPAs, Sung-Yu Liu and Zi-Yu Chen through the appointment by the Board and an audit report has been issued accordingly.
The aforementioned proposal regarding Business Report, and Financial Statements have been reviewed and determined to be correct and accurate by the Audit Committee. Per Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
To: 2025 General Shareholders’ Meeting of SHIN TAI INDUSTRY CO.,LTD.
SHIN TAI INDUSTRY CO.,LTD
It Committee Convener: He,Ruei Nan
March 13,2025
(3) Report on the distribution of employees and directors' uneration for 2024
Description I: In accordance to Article 28 of the Company’s Articles of incorporation, If the company makes annual profits, it should allocate 1% to 5% as employee remuneration resolution by the board of directors issued as a stock or cash distribution, its distribution object including employees of affiliated companies who meet certain conditions, Our company the amount of profit can be raised, by the board of directors resolution appropriation not more than 5% is the remuneration of directors and supervisors.
Description II: The details of the proposed distribution are as follows.
(1) the remuneration to employees NT$500,000
(2) the remuneration to directors NT$500,000
The remuneration to employees and directors is allocated in cash uniformly.
Description III: This allocation proposal March 13, 2025 compensation committee and board of directors resolution passed.
- Proposed Resolutions
Report No.1: ‘Proposed by the board’
To approve the 2024 Business Report and Financial Statements.
Description I: 2024 Company’s business reports and financial statements were audited and reviewed by Solomon & Co., CPAs. Sung-Yu Liu and Zi-Yu Chen audited financial report was issued.
Description II:
(1) The company’s business report and financial statements, (Please refer to page 2 ~ page 4 & page 15~ page 20 & page 25~page 30 for the financial statements)
(2) Audit committee review report and accountant audit report, (Please refer to page 5 & page 10 ~ page 14 & page 21 ~ page 24 for the financial statements)
Resolution
Report No.2: ‘Proposed by the board’
To approve the proposal for distribution of 2024 profits.
Description I: The company's 2024 year profit distribution, approved by the board of directors on May 8, 2025, the proposed distribution is: the undistributed surplus at the beginning of the period is NT$158,579,407 & defined benefit plan remeasurement NT$2,010,513 & net amount after tax transferred to other comprehensive profit and loss for the year NT$ 444,283,045 & net profit after tax NT$7,190,986 & subtract investments using the equity method NT$7,113,257 , 10% statutory surplus reserve shall be withdrawn according to law NT$44,637,129, distributable surplus for the current period NT$560,313,565 shareholder stock dividends proposed to be distributed this year share NT$2 stock NT$314,296,390 , cash dividends proposed to be distributed this year share NT$0.5 stock NT$78,574,098.
Description II: Upon the approval of the general shareholders meeting, it is proposed that the chairperson be authorized to resolve the ex-dividend dates and adjust the dividends to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.
| SHIN TAI INDUSTRY CO.,LTD
2024 Surplus distribution table | | |
| --- | --- | --- |
| Assets | Amount | |
| | Amount | Amount |
| Opening undistributed surplus | | 158,579,407 |
| Remeasurements of defined benefit plans are recognized in retained earnings | 2,010,513 | |
| The net amount after tax transferred from other comprehensive profit and loss in the current year | 444,283,045 | |
| Net profit after tax | 7,190,986 | |
| Subtract retained earnings adjusted for investments using the equity method | (7,113,257) | |
| Set aside 10% of statutory surplus reserve | (44,637,129) | |
| Total distributable surplus | | 560,313,565 |
| assign items | | |
| Shareholder Dividends (Stock Dividends) | 314,296,390 | |
| Shareholder bonus (cash dividend) | 78,574,098 | |
| Total distribution | | 392,870,488 |
| Distributed surplus at the end of the period | 167,443,077 | |
|---|---|---|
| Stock dividends paid to each individual shareholder will be rounded down to the nearest NT dollar and authorize the Chairman to designate specific individuals for to subscribe at the face value. | ||
| Cash dividends paid to each individual shareholder will be rounded down to the nearest dollar, fractional shares with a value less than one NT dollar are accumulated and reported as the company other income. |
Resolution
4. Discussion items
Report No.1: ‘Proposed by the board’
Proposal for a new share issue through capitalization of earnings 2024. Please proceed to discuss.
Description I: To supplement working capital and improve financial structure, It is proposed to allocate NT dollars from the 2024 surplus $314,296,390 transferred to capital increase and issued 31,429,639 new shares NT$10 per share, according to the shareholding ratio of each shareholder listed in the shareholder list on the ex-right base day, 200 shares will be distributed free of charge for every thousand shares allotment of less than one share, shareholders can collect shares by themselves within 5 days from the allotment base date, those who still have less than one share after the merger or have not merged within the time limit, cash based on stock par value, calculate up to yuan, and authorize the chairman to negotiate with a specific person to subscribe for it at face value.
Description II: The rights and obligations of the new shares are the same as those of the original shares, If the number of shares in circulation is affected due to the repurchase of the company's shares or the transfer, conversion or cancellation of treasury shares, and the dividend rate of shareholders changes accordingly, it is proposed to request the shareholders' meeting to authorize the board of directors to adjust.
Description III: After the issuance of new shares is submitted to the shareholders' meeting for approval and approval by the competent authority, the board of directors is authorized to set another allotment and new share issuance benchmark date.
Description IV: Please consider.
Resolution
Report No.2: ‘Proposed by the board’
Amendment of the “Articles of Incorporation”
Description I: Pursuant to Article 14, Paragraph 6 of the Securities and Exchange Act, it is proposed to amend certain contents of the Company’s Articles of Incorporation.
Description II: For Comparison Table of Articles of Incorporation Before and After Revision (Please refer to page 31~32)
Resolution
-
Extempore Motion
-
Adjournment
9
SLM
群智聯合會計師事務所
SOLOMON & CO., CPAs
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
SHINTAI INDUSTRY CO., LTD.
Opinion
We have audited the accompanying parent company only financial statements of SHINTAI INDUSTRY CO., LTD. (SHINTAI Company), which comprise the parent company only balance sheets as of December 31, 2024 and 2023, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on the audit results of this accountant and the audit reports of other accountants (Please see the Other Matters section) and other auditors' reports set forth in Major Accounting Items, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we are independent of the parent company and subsidiaries, fulfilling our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for
the Company's parent company only financial statements for the year ended December 31, 2024 are stated as follows:
Investments accounted for using the equity method
For accounting policies related to investments accounted for using the equity method, please refer to Note 4(9) to the financial statements; for information on investments accounted for using the equity method, please refer to Note 6(7) to the financial statements.
Explanation of Key Audit Matters:
The investment accounted for using the equity method for SHINTAI Company as of December 31, 2024 was NT$3,494,010 thousand, representing 74.0% of total assets. As it is considered a significant item in the financial statements, the investment accounted for using the equity method is identified as a key audit matter.
Audit procedures responsive to the financial statements:
- Assessing the reasonableness of the investment and subsequent evaluation policies formulated by management
- Confirming that transactions are approved and verifying the accuracy of transaction amounts
- Accounting for the investment gains and losses recognized by SHINTAI Group based on the equity holding percentage and the related portion of other comprehensive income
- Obtaining evidence and verifying relevant vouchers
- Evaluating for any impairment indicators as of the balance sheet date
- Assessing whether the relevant disclosures in the financial statement notes by management are appropriate
Other Matters
For some of the investee companies evaluated using the equity method by SHINTAI Company, their financial statements have not been audited by our accountants but by other accountants. Therefore, the opinions expressed by our accountants on the individual financial statements mentioned above, including the amounts and related information disclosed in Note 13 concerning the financial statements of these companies, are based on the audit reports of those other accountants. As of December 31, 2023, the investment in these investee companies evaluated using the equity method amounted to NT$450,083 thousand, representing 15.8% of the total assets. The total comprehensive income recognized from these investee companies for the year 2023 (including the share of profit and loss of associated enterprises and joint ventures recognized using the equity method, as well as other comprehensive income shares of associated enterprises and joint ventures recognized using the equity method) was NT$102,641 thousand, accounting for 31.8% of the total comprehensive income.
11
12
Responsibilities of Management and Those Charged with Governance for parent company only Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the preparation of parent company only Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the management is responsible for assessing SHINTAI 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 SHINTAI Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance (including Auditors) are responsible for overseeing SHINTAI Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause SHINTAI Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within SHINTAI Group to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinions.
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 standalone financial statements for the year ended December 31, 2024 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.
13
The engagement partners on the audit resulting in this independent auditors’ report are Sung-Yu Lyu and Zi-Yu Chen.
SOLOMON & CO., CPAs.
Taichung, Taiwan Republic of China
March 13, 2025
Notice to Readers
The accompanying standalone financial statements are intended only to present the standalone financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such standalone financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors’ report and the accompanying standalone financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and standalone financial statements shall prevail.
SHINTAI INDUSTRY CO., LTD
Shin Tai Industry Co., Ltd.
Individual Balance Sheets
December 31, 2024 and 2023
Unit: NTD thousands
| Code | Assets | Notes | December 31, 2024 | December 31, 2023 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | Note 6 (1) | $ 1,870 | — | $ 914 | — |
| 1110 | Current financial assets at fair value through profit or loss | Note 6 (2) | — | — | 499 | — |
| 1120 | Current financial assets at fair value through other comprehensive income | Note 6 (6) & 8 | 963,364 | 20.5 | 101,963 | 3.6 |
| 1150 | Notes receivable, net | Note 6 (3) | 391 | — | 2,712 | 0.1 |
| 1170 | Accounts receivable, net | Note 6 (4) | 599 | — | 2,462 | 0.1 |
| 1200 | Other receivables | Note 7 | 210 | — | — | — |
| 130X | Current inventories | Note 6 (5) | 462 | — | 765 | — |
| 1410 | Prepayments | 675 | — | 725 | — | |
| 1470 | Other current assets | 31 | — | 27 | — | |
| 11XX | Total current assets | 967,602 | 20.5 | 110,067 | 3.8 | |
| Non-current assets | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | Note 6 (6) | 13,660 | 0.3 | 13,210 | 0.5 |
| 1550 | Investments accounted for using equity method | Note 6 (7) & 8 | 3,494,010 | 74.0 | 2,497,976 | 87.6 |
| 1600 | Property, plant and equipment | Note 6 (8) & 8 | 173,324 | 3.7 | 171,234 | 6.0 |
| 1760 | Investment property, net | Note 6 (9) | 65,152 | 1.4 | 54,295 | 1.9 |
| 1840 | Deferred tax assets | Note 6 (22) | 4,581 | 0.1 | 5,146 | 0.2 |
| 1920 | Guarantee deposits paid | 132 | — | 132 | — | |
| 1975 | Net defined benefit asset, non-current | Note 6 (13) | 115 | — | 115 | — |
| 15XX | Total non-current assets | 3,750,974 | 79.5 | 2,742,108 | 96.2 | |
| 1XXX | Total assets | $ 4,718,576 | 100.0 | $ 2,852,175 | 100.0 |
The notes attached are part of this consolidated financial statement.
(Please refer to the auditor's report from SOLOMON & CO., CPAs., dated March 13, 2025.)
Shin Tai Industry Co., Ltd.
Individual Balance Sheets
December 31, 2024 and 2023
Unit: NTD thousands
| Code | Assets | Notes | December 31, 2024 | December 31, 2023 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Current borrowings | Note 6 (10) | $ 82,500 | 1.7 | $ 82,500 | 2.9 |
| 2110 | Short-term notes and bills payable | Note 6 (11) | — | — | 29,975 | 1.0 |
| 2170 | Accounts payable | Note 7 | 1,926 | — | 7,071 | 0.2 |
| 2200 | Other payables | 19,579 | 0.4 | 18,456 | 0.6 | |
| 2220 | Other payables to related parties | Note 7 | 681,975 | 14.5 | 147,830 | 5.2 |
| 2230 | Current tax liabilities | 3,387 | 0.1 | 8,505 | 0.3 | |
| 2320 | Long-term liabilities, current portion | Note 6 (12) | 12,000 | 0.3 | 47,240 | 1.7 |
| 2300 | Other current liabilities, others | Note 7 | 82 | — | 8,753 | 0.3 |
| 21XX | Total current liabilities | 801,449 | 17.0 | 350,330 | 12.2 | |
| Non-current liabilities | ||||||
| 2540 | Non-current portion of non-current borrowings | Note 6 (12) | 382,240 | 8.1 | 359,000 | 12.6 |
| 2570 | Deferred tax liabilities | Note 6 (22) | 54,303 | 1.2 | 54,303 | 1.9 |
| 2645 | Guarantee deposits received | 97 | — | 57 | — | |
| 2650 | Credit balance of investments accounted for using equity method | Note 6 (7) | 207,870 | 4.4 | 367,229 | 12.8 |
| 25XX | Total non-current liabilities | 644,510 | 13.7 | 780,589 | 27.3 | |
| 2XXX | Total liabilities | 1,445,959 | 30.7 | 1,130,919 | 39.5 | |
| Equity Attributed to the Owner(s) of the Parent Company | ||||||
| 3100 | Share capital | |||||
| 3110 | Ordinary share | 1,571,482 | 33.3 | 1,496,648 | 52.5 | |
| 3200 | Capital reserves | 322,899 | 6.8 | 280,944 | 9.9 | |
| 3300 | Retained earnings | |||||
| 3310 | Legal reserve | 266,136 | 5.6 | 261,436 | 9.2 | |
| 3320 | Special reserve | 97,417 | 2.1 | 97,417 | 3.4 | |
| 3350 | Unappropriated retained earnings | 604,951 | 12.8 | 312,944 | 11.0 | |
| 3400 | Other equity interest | |||||
| 3410 | Exchange differences on translation of foreign financial statements | 7,727 | 0.2 | 155 | — | |
| 3420 | Unrealised gains (losses) on financial assets measured at fair value through other comprehensive income | 1,269,274 | 26.9 | 113,095 | 4.0 | |
| 3500 | Treasury shares | Note 6 (15) | (867,269) | (18.4) | (841,383) | (29.5) |
| 3XXX | Total equity | 3,272,617 | 69.3 | 1,721,256 | 60.5 | |
| 3X2X | Total liabilities and equity | $ 4,718,576 | 100.0 | $ 2,852,175 | 100.0 |
The notes attached are part of this consolidated financial statement.
(Please refer to the auditor's report from SOLOMON & CO., CPAs., dated March 13, 2025.)
Shin Tai Industry Co., Ltd.
Individual Statement of Comprehensive Income
January 1 to December 31, 2024 and 2023
Unit: NTD thousands; EPS in NTD
| Code | Accounting Title | notes | 2024 | 2023 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | operating revenue | Note 6 (16) & 7 | $ 22,900 | 100.0 | $ 31,977 | 100.0 |
| 5000 | operating costs | Note 6 (5) & 6 (17) & 7 | 23,855 | 104.1 | 32,600 | 101.9 |
| 5950 | Gross profit (loss) from operations | (955) | (4.1) | (623) | (1.9) | |
| Operating expenses | ||||||
| 6100 | Selling expenses | Note 6 (17) | 1,069 | 4.7 | 819 | 2.6 |
| 6200 | Administrative expenses | Note 6 (17) & 7 | 10,215 | 44.6 | 12,222 | 38.2 |
| 6300 | Research and development expenses | Note 6 (17) | - | - | 1 | - |
| 6450 | Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 | Note 6 (4) | (1,581) | (6.9) | (1,057) | (3.3) |
| 6000 | Total operating expenses | 9,703 | 42.4 | 11,985 | 37.5 | |
| 6900 | Net operating income (loss) | (10,658) | (46.5) | (12,608) | (39.4) | |
| Non-operating income and expenses | ||||||
| 7100 | interest income | Note 6 (18) | 10 | - | 173 | 0.5 |
| 7010 | other income | Note 6 (19) & 7 | 15,169 | 66.3 | 6,592 | 20.6 |
| 7020 | Other gains and losses, net | Note 6 (20) | (7,494) | (32.7) | 2,934 | 9.2 |
| 7050 | Finance costs, net | Note 6 (21) | (12,317) | (53.8) | (12,178) | (38.1) |
| 7060 | Share of profits and losses of associated enterprises and joint ventures recognized using the equity method | π(7) | 26,044 | 113.7 | 112,657 | 352.3 |
| 7000 | Total non-operating income and expenses | 21,412 | 93.5 | 110,178 | 344.5 | |
| 7900 | Profit (loss) from continuing operations before tax | 10,754 | 47.0 | 97,570 | 305.1 | |
| 7950 | Total tax expense (income) | Note 6 (22) | (3,563) | (15.6) | (2,355) | (7.4) |
| 8200 | Profit (loss) | 7,191 | 31.4 | 95,215 | 297.8 | |
| Other comprehensive income | ||||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | |||||
| 8316 | Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 1,534,054 | 6,698.9 | 202,252 | 632.5 | |
| Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | 68,419 | 298.8 | 28,086 | 87.8 | ||
| 8320 | Components of other comprehensive income that will be reclassified to profit or loss | 1,602,473 | 6,997.7 | 230,338 | 720.3 | |
| 8360 | Compounds of other comprehensive income that will be reclassified to profit or loss | 7,572 | 33.1 | (2,877) | (9.0) | |
| 8370 | Using equity method, components of other comprehensive income that will be reclassified to profit or loss | 1,610,045 | 7,030.8 | 227,461 | 711.3 | |
| 8500 | Total comprehensive income | $ 1,617,236 | 7,062.2 | $ 322,676 | 1,009.1 | |
| 8500 | Basic earnings per share | |||||
| 9750 | Total basic earnings per share | Note 6 (23) | $ 0.08 | $ 1.01 |
The notes attached are part of this consolidated financial statement.
(Please refer to the auditor's report from SOLOMON & CO., CPAs., dated March 13, 2025.)
Shin Tsi Industry Co., Ltd.
Individual Statements of Changes in Equity
January 1 to December 31, 2024 and 2023
Init: NTD thousands
| Equity that Belongs to Owner of Parent Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capital | Retained earnings | Other equity interest | Treasury shares | Total equity | |||||
| Ordinary share | Capital surplus | Legal reserve | Special reserve | Inappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealised gains (losses) on financial assets measured at fair value through other comprehensive income | |||
| Jan 1, 2023 balance | $ 1,336,293 | $ 288,360 | $ 227,857 | $ 97,417 | $ 503,505 | $ 3,032 | $ (68,323) | $ (801,719) | $ 1,596,422 |
| Appropriation and distribution of earnings | |||||||||
| Legal reserve appropriated | - | - | 33,579 | - | (33,579) | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (133,629) | - | - | - | (133,629) |
| Stock dividends of ordinary share | 160,355 | - | - | - | (160,355) | - | - | - | - |
| Changes in equity of associates and joint ventures accounted for using equity method | - | 1,864 | - | - | (97,133) | - | - | - | (95,269) |
| 2023 Profit (loss) | - | - | - | - | 95,215 | - | - | - | 95,215 |
| 2023 Other comprehensive income | - | - | - | - | 501 | (2,877) | 229,837 | - | 227,461 |
| Acquisition of company's share by subsidiaries recognized as treasury share | - | - | - | - | - | - | - | (39,664) | (39,664) |
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | - | 70,720 | - | - | - | - | - | - | 70,720 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | 48,419 | - | (48,419) | - | - |
| Dec 31, 2023 balance | $ 1,496,648 | $ 280,944 | $ 261,436 | $ 97,417 | $ 312,944 | $ 155 | $ 113,995 | $ (841,383) | $ 1,721,256 |
| Jan 1, 2024 balance | $ 1,496,648 | $ 280,944 | $ 261,436 | $ 97,417 | $ 312,944 | $ 155 | $ 113,995 | $ (841,383) | $ 1,721,256 |
| Appropriation and distribution of earnings | |||||||||
| Legal reserve appropriated | - | - | 4,700 | - | (4,700) | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (74,833) | - | - | - | (74,833) |
| Stock dividends of ordinary share | 74,834 | - | - | - | (74,834) | - | - | - | - |
| Changes in equity of associates and joint ventures accounted for using equity method | - | 2,308 | - | - | (7,111) | - | - | - | (4,803) |
| 2024 Profit (loss) | - | - | - | - | 7,191 | - | - | - | 7,191 |
| 2024 Other comprehensive income | - | - | - | - | 2,011 | 7,572 | 1,600,462 | - | 1,610,045 |
| Acquisition of company's share by subsidiaries recognized as treasury share | - | - | - | - | - | - | - | (25,886) | (25,886) |
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | - | 39,647 | - | - | - | - | - | - | 39,647 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | 444,283 | - | (444,283) | - | - |
| Dec 31, 2024 balance | $ 1,571,482 | $ 322,899 | $ 266,136 | $ 97,417 | $ 604,951 | $ 7,727 | $ 1,269,274 | $ (867,269) | $ 3,272,617 |
The notes attached are part of this consolidated financial statement.
(Please refer to the auditor's report from SOLOMON & CO., CPAs., dated March13, 2025.)
Shin Tai Industry Co., Ltd.
Individual Statements of Cash Flows
January 1 to December 31, 2024 and 2023
Unit: NTD thousands
| 2024 | 2023 | |
|---|---|---|
| Cash Flow for Operating Activities | ||
| Profit (loss) before tax | $ 10,754 | $ 97,570 |
| Adjustments | ||
| Adjustments to reconcile profit (loss) | ||
| Depreciation expense | 1,196 | 1,016 |
| Expected credit loss (gain) / Provision (reversal of provision) for bad debt expense | (1,581) | (1,057) |
| Net loss (gain) on financial assets or liabilities at fair value through profit or loss | (1) | (22) |
| Interest expense | 12,317 | 12,178 |
| Interest income | (10) | (173) |
| Dividend income | (4,535) | (5,480) |
| Share of loss (profit) of subsidiary companies, associates and joint ventures accounted for using equity method | (26,044) | (112,657) |
| Loss (gain) on disposal of property, plan and equipment | (15) | — |
| Disposal of investment interests | (29) | — |
| Bargain purchase benefits (accounted for as other income) | — | (3,738) |
| Total adjustments to reconcile profit (loss) | (18,702) | (109,933) |
| Changes in operating assets and liabilities | ||
| Changes in operating assets | ||
| Increase (decrease) in notes receivable | 2,476 | 475 |
| Increase (decrease) in accounts receivable | 3,289 | 164 |
| Increase (decrease) in other receivable | (210) | 8 |
| Adjustments for Increase (decrease) in inventories | 303 | (279) |
| Increase (decrease) in prepayments | 50 | 96 |
| Increase (decrease) in other current assets | (4) | 22 |
| Increase (decrease) in accounts payable | (5,145) | (787) |
| Increase (decrease) in other payable | 1,447 | 2,289 |
| Adjustments for increase (decrease) in other current liabilities | (8,671) | (20) |
| Total changes in operating assets and liabilities | (6,465) | 1,968 |
| Total adjustments | (25,167) | (107,965) |
| Cash inflow (outflow) generated from operations | (14,413) | (10,395) |
| Interest received | 10 | 173 |
| Interest paid | (12,641) | (11,941) |
| Income taxes refund (paid) | (8,116) | (5,090) |
| Net cash flows from (used in) operating activities | (35,160) | (27,253) |
(next page)
| 2024 | 2023 | |
|---|---|---|
| Cash flows from (used in) investing activities | ||
| Acquisition of financial assets at fair value through other comprehensive income | (37,009) | (90,003) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 29,444 | 144,480 |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 529 | - |
| Obtain investments using the equity method | (403,006) | (34,630) |
| Acquisition of real estate, plant and equipment | (3,143) | (209) |
| Disposal of real estate, plant and equipment | 33 | - |
| Disposal of investment real estate price | (11,018) | (424) |
| Obtain equity in subsidiary | - | (46,050) |
| Dividends received | 42,909 | 56,881 |
| Other investment activities | - | 5,000 |
| Net cash flows from (used in) investing activities | (381,261) | 35,045 |
| Cash flows from (used in) financing activities | ||
| Decrease in short-term loans | (29,975) | (9,780) |
| Decrease in short-term notes and bills payable | - | (6) |
| Increase in other payables to related parties | 534,145 | 143,772 |
| long-term borrowing | - | 15,000 |
| repay long-term borrowings | (12,000) | (27,000) |
| Increase (decrease) in deposited margin | 40 | (31) |
| Pay cash dividends | (74,833) | (133,629) |
| Net cash flows from (used in) financing activities | 417,377 | (11,674) |
| Net increase (decrease) in cash and cash equivalents | 956 | (3,882) |
| Cash and cash equivalents at beginning of period | 914 | 4,796 |
| Cash and cash equivalents at end of period | $ 1,870 | $ 914 |
The notes attached are part of this consolidated financial statement.
(Please refer to the auditor's report from SOLOMON & CO., CPAs., dated March13, 2025.)
SCM
群智聯合會計師事務所
SOLOMON & CO., CPAs
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
SHINTAI INDUSTRY CO., LTD.
Opinion
We have audited the accompanying consolidated financial statements of SHINTAI INDUSTRY CO., LTD. and its subsidiaries (SHINTAI Group), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on the audit results of this accountant and the audit reports of other accountants (Please see the Other Matters section) and other auditors' reports set forth in Major Accounting items, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretation (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we are independent of the parent company and subsidiaries, fulfilling our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. 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. Key audit matters for the Company's consolidated financial statements for the year ended
21
December 31, 2024 are stated as follows:
Investments accounted for using the equity method
For accounting policies related to investments accounted for using the equity method, please refer to Note 4(10) to the consolidated financial statements; for information on investments accounted for using the equity method, please refer to Note 6(6) to the consolidated financial statements.
Explanation of Key Audit Matters:
The investment accounted for using the equity method for SHINTAI Group as of December 31, 2024 was NT$4,106,967 thousand, representing 61.8% of total assets. As it is considered a significant item in the consolidated financial statements, the investment accounted for using the equity method is identified as a key audit matter.
Audit procedures responsive to the financial statements:
- Assessing the reasonableness of the investment and subsequent evaluation policies formulated by management
- Confirming that transactions are approved and verifying the accuracy of transaction amounts
- Accounting for the investment gains and losses recognized by SHINTAI Group based on the equity holding percentage and the related portion of other comprehensive income
- Obtaining evidence and verifying relevant vouchers
- Evaluating for any impairment indicators as of the balance sheet date
- Assessing whether the relevant disclosures in the financial statement notes by management are appropriate
Other Matters
For some of the investee companies evaluated using the equity method by SHINTAI Group, their financial statements have not been audited by our accountants but by other accountants. Therefore, the opinions expressed by our accountants on the individual financial statements mentioned above, including the amounts and related information disclosed in Note 13 concerning the financial statements of these companies, are based on the audit reports of those other accountants. As of December 31, 2023, the investment in these investee companies evaluated using the equity method amounted to NT$1,778,365 thousand, representing 41.2% of the total assets. From January 1 to December 31, 2023, the share of profits and losses of related enterprises and joint ventures recognized using the equity method was NT$114,268 thousand, representing 29.8% of total consolidated comprehensive profit and loss.
SHINTAI Group has prepared individual financial reports for the 2024 and 2023 of the Republic of China, and the accountant has issued an unqualified audit report with paragraphs on other matters on record for reference.
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 the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the
22
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, the management is responsible for assessing SHINTAI 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 SHINTAI Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance (including Auditors) are responsible for overseeing SHINTAI Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause SHINTAI Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
23
- Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within SHINTAI Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinions.
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 for the year ended December 31, 2024 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 Sung-Yu Lyu and Zi-Yu Chen.
SOLOMON & CO., CPAs.
Taichung, Taiwan Republic of China
March 13, 2025
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
SHINTAI INDUSTRY CO., LTD
Shin Tai Industry Co., Ltd. and Subsidiary Companies
Consolidated Balance Sheets
December 31, 2024 and 2023
Unit: NTD thousands
| Code | Assets | Notes | December 31, 2024 | December 31, 2023 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | Note 6 (1) | $ 51,626 | 0.8 | $ 61,705 | 1.4 |
| 1110 | Current financial assets at fair value through profit or loss | Note 6 (2) | 19 | — | 520 | — |
| 1120 | Current financial assets at fair value through other comprehensive income | Note 6 (5) 8 | 2,002,368 | 30.1 | 656,742 | 15.2 |
| 1150 | Notes receivable, net | Note 6 (3) | 845 | — | 2,828 | 0.1 |
| 1170 | Accounts receivable, net | Note 6 (3) | 21,218 | 0.3 | 44,317 | 1.0 |
| 1200 | Other receivables | Note 7 | 2,909 | — | 40,746 | 0.9 |
| 130X | Current inventories | Note 6 (4) | 31,158 | 0.5 | 12,914 | 0.3 |
| 1410 | Prepayments | 2,469 | — | 3,221 | 0.1 | |
| 1470 | Other current assets | 183 | — | 268 | — | |
| 11XX | Total current assets | 2,112,795 | 31.7 | 823,261 | 19.0 | |
| Non-current assets | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | Note 6 (5) | 13,660 | 0.2 | 13,210 | 0.3 |
| 1550 | Investments accounted for using equity method | Note 6 (6) 8 | 4,106,967 | 61.8 | 3,245,996 | 75.2 |
| 1600 | Property, plant and equipment | Note 6 (7) 8 | 194,813 | 2.9 | 171,668 | 4.0 |
| 1755 | Right-of-use assets | Note 6 (8) | 174 | — | 473 | — |
| 1760 | Investment property, net | Note 6 (9) | 197,187 | 3.0 | 56,178 | 1.3 |
| 1840 | Deferred tax assets | Note 6 (23) | 4,581 | 0.1 | 5,146 | 0.1 |
| 1920 | Guarantee deposits paid | 4,989 | 0.1 | 4,957 | 0.1 | |
| 1975 | Net defined benefit asset, non-current | Note 6 (13) | 115 | — | 115 | — |
| 1990 | Other non-current assets, others | Note 8 | 14,286 | 0.2 | 474 | — |
| 15XX | Total non-current assets | 4,536,772 | 68.3 | 3,498,217 | 81.0 | |
| 1XXX | Total assets | $ 6,649,567 | 100.0 | $ 4,321,478 | 100.0 |
The notes attached are part of this consolidated financial statement.
(Please refer to the auditor's report from SOLOMON & CO., CPAs., dated March 13, 2025.)
Shin Tai Industry Co., Ltd. and Subsidiary Companies
Consolidated Balance Sheets
December 31, 2024 and 2023
Unit: NTD thousands
| Code | Liabilities and Equity | Notes | December 31, 2024 | December 31, 2023 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Current borrowings | Note 6 (10) | $ 814,876 | 12.3 | $ 819,209 | 19.0 |
| 2110 | Short-term notes and bills payable | Note 6 (11) | — | — | 29,975 | 0.7 |
| 2130 | Current contract liabilities | Note 6 (17) | 14,265 | 0.2 | 4,590 | 0.1 |
| 2150 | Notes payable | — | — | 322 | — | |
| 2170 | Accounts payable | Note 7 | 35,005 | 0.5 | 30,336 | 0.7 |
| 2200 | Other payables | 40,733 | 0.6 | 44,175 | 1.0 | |
| 2220 | Other payables to related parties | Note 7 | 1,529,162 | 23.0 | 976,563 | 22.6 |
| 2230 | Current tax liabilities | 116,940 | 1.8 | 29,311 | 0.7 | |
| 2280 | Lease liability | Note 6 (8) | 177 | — | 298 | — |
| 2320 | Long-term liabilities, current portion | Note 6 (12) | 12,000 | 0.2 | 47,240 | 1.1 |
| 2300 | Other current liabilities, others | Note 7 | 2,177 | — | 10,924 | 0.3 |
| 21XX | Total current liabilities | 2,565,335 | 38.6 | 1,992,943 | 46.2 | |
| Non-current liabilities | ||||||
| 2540 | Non-current portion of non-current borrowings | Note 6 (12) | 382,240 | 5.7 | 359,000 | 8.3 |
| 2570 | Deferred tax liabilities | Note 6 (23) | 54,303 | 0.8 | 54,303 | 1.3 |
| 2580 | Lease liability | Note 6(8) | — | — | 177 | — |
| 2645 | Guarantee deposits received | Note 7 | 127 | — | 87 | — |
| 25XX | Total non-current liabilities | 436,670 | 6.5 | 413,567 | 9.6 | |
| 2XXX | Total liabilities | 3,002,005 | 45.1 | 2,406,510 | 55.8 | |
| Equity Attributed to the Owner(s) of the Parent Company | ||||||
| 3100 | Share capital | |||||
| 3110 | Ordinary share | 1,571,482 | 23.6 | 1,496,648 | 34.6 | |
| 3200 | Capital reserves | 322,899 | 4.9 | 280,944 | 6.5 | |
| 3300 | Retained earnings | |||||
| 3310 | Legal reserve | 266,136 | 4.0 | 261,436 | 6.0 | |
| 3320 | Special reserve | 97,417 | 1.5 | 97,417 | 2.3 | |
| 3350 | Unappropriated retained earnings | 604,951 | 9.1 | 312,944 | 7.2 | |
| Total retained earnings | 968,504 | 14.6 | 671,797 | 15.5 | ||
| 3400 | Other equity interest | Note 6 (14) | 1,277,001 | 19.2 | 113,250 | 2.6 |
| 3500 | Treasury shares | Note 6 (15) | (867,269) | (13.0) | (841,383) | (19.5) |
| 31XX | Total equity attributable to owners of parent | 3,272,617 | 49.3 | 1,721,256 | 39.7 | |
| 36XX | Non-controlling interests | Note 6 (14) | 374,945 | 5.6 | 193,712 | 4.5 |
| 3XXX | Total equity | 3,647,562 | 54.9 | 1,914,968 | 44.2 | |
| 3X2X | Total liabilities and equity | $ 6,649,567 | 100.0 | $ 4,321,478 | 100.0 |
(Please refer to the auditor's report from SOLOMON & CO., CPAs., dated March 13, 2025.)
Shin Tai Industry Co., Ltd. and Subsidiary Companies
Consolidated Statement of Comprehensive Income
January 1 to December 31, 2024 and 2023
Unit: NTD thousands;
EPS in NTD
| Code | Accounting Title | notes | 2024 | 2023 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | operating revenue | Note 6 (17) | $ 112,698 | 100.0 | $ 75,719 | 100.0 |
| 5000 | operating costs | Note 6 (4.18).7 | 75,765 | 67.2 | 54,761 | 72.3 |
| 5900 | Gross profit (loss) from operations | 36,933 | 32.8 | 20,958 | 27.7 | |
| Operating expenses | ||||||
| 6100 | Selling expenses | Note 6 (18) | 32,573 | 28.9 | 10,997 | 14.5 |
| 6200 | Administrative expenses | Note 6 (18).7 | 14,765 | 13.1 | 16,609 | 21.9 |
| 6300 | Research and development expenses | - | - | 1 | - | |
| 6450 | Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 | Note 6 (3) | (1,581) | (1.4) | (1,412) | (1.9) |
| 6000 | Total operating expenses | 45,757 | 40.6 | 26,195 | 34.5 | |
| 6900 | Net operating income (loss) | (8,824) | (7.8) | (5,237) | (6.9) | |
| Non-operating income and expenses | ||||||
| 7100 | interest income | Note 6 (19) | 419 | 0.4 | 262 | 0.3 |
| 7010 | other income | Note 6 (20) | 45,762 | 40.6 | 17,348 | 22.9 |
| 7020 | Other gains and losses. net | Note 6 (21) | (5,677) | (5.0) | 1,456 | 1.9 |
| 7670 | Impairment losses | Note 6 (6) | (411,424) | (365.1) | (102,267) | (135.1) |
| 7050 | Financial costs | Note 6 (22) | (38,985) | (34.6) | (35,132) | (46.4) |
| 7060 | Share of profit (loss) of associates and joint ventures accounted for using equity method. net | Note 6 (6) | 276,764 | 245.6 | 216,266 | 285.6 |
| 7000 | Total non-operating income and expenses | (133,141) | (118.1) | 97,933 | 129.2 | |
| 7900 | Profit (loss) from continuing operations before tax | (141,965) | (126.0) | 92,696 | 122.4 | |
| 7950 | Total tax expense (income) | Note 6 (23) | (19,012) | (16.9) | (7,666) | (10.1) |
| 8200 | Profit (loss) | (160,977) | (142.9) | 85,030 | 112.3 | |
| Other comprehensive income | ||||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | |||||
| 8316 | Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 1,613,397 | 1,431.6 | 194,994 | 257.5 | |
| 8320 | Share of other comprehensive income of associates and joint ventures accounted for using equity method. components of other comprehensive income that will not be reclassified to profit or loss | 78,504 | 69.7 | 106,281 | 140.4 | |
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | 1,691,901 | 1,501.3 | 301,275 | 397.9 | |
| 8370 | Share of other comprehensive income of associates and joint ventures accounted for using equity method. components of other comprehensive income that will be reclassified to profit or loss | 8,587 | 7.6 | (3,223) | (4.3) | |
| 8300 | Total other comprehensive income | 1,700,488 | 1,508.9 | 298,052 | 393.6 | |
| 8500 | Total comprehensive income | $ 1,539,511 | 1,366.0 | $ 383,082 | 505.9 | |
| 8600 | Profit (loss). attributable to: | |||||
| 8610 | Profit (loss). attributable to owners of parent | $ 7,191 | 6.4 | $ 95,215 | 125.7 | |
| 8620 | Profit (loss). attributable to non-controlling interests | (168,168) | (149.2) | (10,185) | (13.5) | |
| $ (160,977) | (142.8) | $ 85,030 | 112.3 | |||
| 8700 | Comprehensive income attributable to: | |||||
| 8710 | Comprehensive income, attributable to owners of parent | $ 1,617,236 | 1,435.0 | $ 322,676 | 426.1 | |
| 8720 | Comprehensive income, attributable to non-controlling interests | (77,725) | (69.0) | 60,406 | 79.8 | |
| $ 1,539,511 | 1,366.0 | $ 383,082 | 505.9 | |||
| Basic earnings per share | ||||||
| 9750 | Total basic earnings per share | Note 6 (24) | $ 0.08 | $ 1.01 |
(Please refer to the auditor's report from SOLOMON & CO., CPAs., dated March 13, 2025.)
Shin Tai Industry Co., Ltd. and Subsidiary Companies
Consolidated Statement of Cash Flows
January 1 to December 31, 2024 and 2023
Unit: NTD thousands
| 2024 | 2023 | |
|---|---|---|
| Cash Flow for Operating Activities | ||
| Profit (loss) before tax | $ (141,965) | $ 92,696 |
| Adjustments | ||
| Adjustments to reconcile profit (loss) | ||
| Depreciation expense | 2,670 | 1,158 |
| Amortization expenses | 174 | — |
| Expected credit loss (gain) / Provision (reversal of provision) for bad debt expense | (1,581) | (1,412) |
| Net loss (gain) on financial assets or liabilities at fair value through profit or loss | 1 | 9 |
| Interest expense | 38,985 | 35,132 |
| Interest income | (419) | (262) |
| Dividend income | (21,483) | (12,859) |
| Share of loss (profit) of associates and joint ventures accounted for using equity method | (276,764) | (216,266) |
| Loss (gain) on disposal of property, plan and equipment | (15) | — |
| Disposal of investment interests | (1,657) | 1,466 |
| Cheap purchase benefits | — | (3,738) |
| Impairment losses using the equity method | 411,424 | 102,267 |
| Total adjustments to reconcile profit (loss) | 151,335 | (94,505) |
| Changes in operating assets and liabilities | ||
| Changes in operating assets | ||
| Decrease (increase) in notes receivable | 2,138 | 449 |
| Decrease (increase) in accounts receivable | 24,525 | (7,958) |
| Decrease (increase) in other receivable | 12,604 | 9 |
| Adjustments for decrease (increase) in inventories | (18,244) | 3,029 |
| Decrease (increase) in prepayments | 752 | 1,424 |
| Adjustments for decrease (increase) in other current assets | (8,662) | 1,891 |
| Contract liabilities | 9,675 | (3,106) |
| Increase (decrease) in notes payable | (322) | (3,680) |
| Increase (decrease) in accounts payable | 4,669 | 5,350 |
| Increase (decrease) in other payable | (2,408) | 11,742 |
| Adjustments for increase (decrease) in other current liabilities | — | (32,251) |
| Total changes in operating assets and liabilities | 24,727 | (23,101) |
| Total adjustments | 176,062 | (117,606) |
| Cash inflow (outflow) generated from operations | 34,097 | (24,910) |
| Interest received | 419 | 262 |
| Interest paid | (40,019) | (37,337) |
| Income taxes refund (paid) | (22,421) | (12,271) |
| Net cash flows from (used in) operating activities | (27,924) | (74,256) |
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| 2024 | 2023 | |
|---|---|---|
| Cash flows from (used in) investing activities | ||
| Acquisition of financial assets at fair value through other comprehensive income | (1,080,083) | (868,308) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 1,704,718 | 594,231 |
| Acquisition of investments accounted for using equity method | (1,078,013) | (668,698) |
| Disposal of investments using the equity method | 77,387 | 475,819 |
| Acquisition of subsidiaries (net of cash received) | — | 57,124 |
| Acquisition of property, plant and equipment | (24,670) | (421) |
| Proceeds from disposal of property, plant and equipment | 33 | — |
| Acquire investment real estate | (141,873) | (424) |
| Decrease in refundable deposits | (32) | 10,704 |
| Increase in other non-current assets | — | 214 |
| Other receivables (increase) | 1,248 | (1,024) |
| Dividends received | 94,868 | 178,721 |
| Other investing activities | (13,986) | 5,000 |
| Net cash flows from (used in) investing activities | (460,403) | (217,062) |
| Cash flows from (used in) financing activities | ||
| Decrease in short-term loans | (4,333) | 181,127 |
| Decrease in short-term notes and bills payable | (29,975) | (6) |
| Increase in guarantee deposits received | 40 | — |
| Other receivables-related parties | 39,497 | 9,183 |
| Decrease in other payables to related parties | 552,599 | 295,382 |
| Cash dividends paid | (18,176) | (62,909) |
| Proceeds from long-term debt | — | 15,000 |
| Repay long-term borrowings | (12,000) | (47,000) |
| Margin deposit reduced | — | (31) |
| Lease principal repayment | (298) | (48) |
| Treasury stock buy-back cost | (49,106) | (46,533) |
| Net cash flows from (used in) financing activities | 478,248 | 344,165 |
| Net increase (decrease) in cash and cash equivalents | (10,079) | 52,847 |
| Cash and cash equivalents at beginning of period | 61,705 | 8,858 |
| Cash and cash equivalents at end of period | $ 51,626 | $ 61,705 |
The notes attached are part of this consolidated financial statement.
(Please refer to the auditor's report from SOLOMON & CO., CPAs., dated March 13, 2025.)
Shin Tai Industry Co., Ltd. and Subsidiary Companies
Consolidated Statement of Changes in Equity
January 1 to December 31, 2024 and 2023
Unit: VTD thousands
| Equity that Belongs to Owner of Parent Company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Retained earnings | Other equity interest | Treasury shares | Non-controlling interests | Total equity | |||||
| Ordinary share | Capital surplus | Legal reserve | Special reserve | Disaggregated retained earnings | Exchange differences on translation of foreign financial statements | Involved gains (losses) on financial assets measured at fair value through other comprehensive income | ||||
| Jan 1, 2023 balance | $ 1,336,293 | $ 208,360 | $ 227,857 | $ 97,417 | $ 593,585 | $ 3,832 | $ (68,323) | $ (801,719) | $ 101,086 | $ 1,697,598 |
| Appropriation and distribution of earnings | ||||||||||
| Legal reserve appropriated | - | - | 33,579 | - | (33,579) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (133,629) | - | - | - | - | (133,629) |
| Stock dividends of ordinary share | 160,355 | - | - | - | (160,355) | - | - | - | - | - |
| Changes in equity of associates and joint ventures accounted for using equity method | - | 1,864 | - | - | (97,133) | - | - | - | - | (95,269) |
| 2023 Profit (loss) | - | - | - | - | 95,215 | - | - | - | (10,185) | 85,030 |
| 2023 Other comprehensive income | - | - | - | - | 501 | (2,877) | 229,837 | - | 70,591 | 298,052 |
| Disposal of company's share by subsidiaries recognized as treasury share transactions | - | - | - | - | - | - | - | (39,664) | (6,860) | (46,533) |
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | - | 70,720 | - | - | - | - | - | - | - | 70,720 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | 48,419 | - | (48,419) | - | - | - |
| Changes in ownership interests in subsidiaries | - | - | - | - | - | - | - | - | 33,192 | 33,192 |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | 5,897 | 5,897 |
| Dec 31, 2023 balance | $ 1,496,648 | $ 280,944 | $ 261,436 | $ 97,417 | $ 312,944 | $ 155 | $ 113,095 | $ (841,383) | $ 193,712 | $ 1,914,968 |
| Jan 1, 2024 balance | $ 1,496,648 | $ 280,944 | $ 261,436 | $ 97,417 | $ 312,944 | $ 155 | $ 113,095 | $ (841,383) | $ 193,712 | $ 1,914,968 |
| Appropriation and distribution of earnings | ||||||||||
| Legal reserve appropriated | - | - | 4,700 | - | (4,700) | - | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | (74,833) | - | - | - | - | (74,833) |
| Stock dividends of ordinary share | 74,834 | - | - | - | (74,834) | - | - | - | - | - |
| Changes in equity of associates and joint ventures accounted for using equity method | - | 2,308 | - | - | (7,111) | - | - | - | - | (4,803) |
| 2024 Profit (loss) | - | - | - | - | 7,191 | - | - | - | (168,166) | (160,977) |
| 2024 Other comprehensive income | - | - | - | - | 2,011 | 7,572 | 1,609,462 | - | 90,443 | 1,700,488 |
| Acquisition of company's share by subsidiaries recognized as treasury share | - | - | - | - | - | - | - | (25,886) | (23,220) | (49,106) |
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | - | 39,647 | - | - | - | - | - | - | - | 39,647 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | - | - | - | - | 444,283 | - | (444,283) | - | - | - |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | 282,178 | 282,178 |
| Dec 31, 2024 balance | $ 1,571,482 | $ 322,899 | $ 266,136 | $ 97,417 | $ 604,951 | $ 7,727 | $ 1,269,274 | $ (867,269) | $ 374,945 | $ 3,647,582 |
The notes attached are part of this consolidated financial statement.
(Please refer to the auditor's report from SOLOMON & CO., (PAs., dated March 13, 2025.)
SHINTAI INDUSTRY CO., LTD
Before and After Amendments to
the Articles of Incorporation
| After Revision | Before Revision | Reason for Revision | ||
|---|---|---|---|---|
| Article | Content | Article | Content | |
| Article 28 | If the Corporation makes a profit in a year, it shall set aside 1% to 5% as employee remuneration, of which the amount of employee remuneration shall not be less than 40% as remuneration for grassroots employees, which shall be distributed in the form of stocks or cash by the board of directors. The recipients may include employees of controlling and subordinate companies who meet certain conditions. The Corporation may set aside no more than 5% of the above profit amount as remuneration for directors and supervisors by the board of directors. Proposals for employee remuneration and directors' and supervisors' remuneration distribution should be submitted to the shareholders' meeting. | Article 28 | If the Corporation makes a profit in a year, it shall set aside 1% to 5% as employee remuneration, which shall be distributed in the form of stocks or cash by the board of directors. The recipients may include employees of controlling and subordinate companies who meet certain conditions. The Corporation may set aside no more than 5% of the above profit amount as remuneration for directors and supervisors by the board of directors. Proposals for employee remuneration and directors' and supervisors' remuneration distribution should be submitted to the shareholders' meeting. | Pursuant to Article 14, Paragraph 6 of the Securities and Exchange Act. |
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| Article 31 | The Chapter is established on according to Company’s Act and the regulated laws and regulations on November 1, 1972.
The 1th revision was made on March 30, 1973.
The 2th revision was made on January 20, 1974.
...
...
The 33th revision was made on June 16, 2022.
The 34th revision was made on June 19, 2025 | Article 31 | The Chapter is established on according to Company’s Act and the regulated laws and regulations on November 1, 1972.
The 1th revision was made on March 30, 1973.
The 2th revision was made on January 20, 1974.
...
...
The 32th revision was made on July 1, 2021.
The 33th revision was made on June 16, 2022. | Increase the number of revisions |
| --- | --- | --- | --- | --- |
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SHIN TAI INDUSTRY CO.,LTD.
Articles of Incorporation
(Before amendment)
Chapter 1 General Provisions
Article 1: The Corporation shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be SHIN TAI INDUSTRY CO.,LTD.
Article 2: The scope of business of the Corporation:
- Manufacturing, processing and trading of various feeds for poultry, livestock and fish.
- Purchase, transport and sale of various feed raw materials and their products.
- Processing, manufacturing, freezing, refrigeration, packaging, and sale of agricultural, forestry, fishery, animal husbandry, and other products and their by-products and food.
- Raising and breeding of various poultry and livestock, breeding of aquatic fish, import and breeding of breeding cattle and pigs, and commissioned breeding experimental research business.
- Warehouse and labor supply business.
- Import and export trade as specified in the preceding paragraphs and agency brokerage business entrusted by domestic and foreign manufacturers.
- A102060 Grain business.
- F102170 Wholesale of Food and miscellaneous goods.
- F203010 Retail of Food and beverage.
- ZZ99999 All business items that are not prohibited or restricted by law.
Article 3: The Corporation may provide guarantee business for borrowing money from the government or financial institutions for peer manufacturers.
Article 4: The Corporation of the transferred investment are not restricted the amount stipulated in Article 13 of the Company Act, the total amount of transferred investment shall not exceed 40% of the paid-in capital.
Article 5: The headquarters of the Corporation is set in Kaohsiung City and may set a branch company, Factories and offices, domestically or overseas with approval from the Board of Directors in a resolution and from the government authorities.
Chapter 2 Shares
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Article 6: The total capital stock of the Corporation is NTD 3,000,000,000 divided into 300,000,000 ordinary shares of NTD 10 per share. The Board of Directors is authorized to issue the shares in installments upon resolution of actual need.
Article 7: The Corporation's shares are all registered, signed or stamped by the directors representing the company, and issued after being certified by the competent authority or its approved registration agency. The shares of this company may be exempted from the requirement to print stock certificates, but such shares shall be registered with a securities central depository institution.
Article 8: The Corporation handles transfer of stocks, pledge of rights, loss, succession, gift, loss of seal, amendment of seal, change of address or other matters related to the stock of the Corporation in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" of the Republic of China, unless unspecified otherwise by laws and securities regulations.
Article 9: The transfer registration of the shareholder list shall be completed within 60 days before a routine shareholders' meeting, 30 days before a special shareholders' meeting, or five (5) days before the base day scheduled by the Corporation for distributing dividends, bonuses, or other benefits.
Chapter 3 Board of Directors
Article 10: The Shareholders' meetings are divided into regular meetings and extraordinary meetings. The Regular meetings are held once a year within six months after the end of each fiscal year and are convened by the board of directors in accordance with the law. The Extraordinary meetings are convened in accordance with the law when necessary. The Corporation's shareholders' meeting may be held through video conferencing or other methods announced by the Ministry of Economic Affairs.
Article 11: The Shareholders who cannot attend a shareholders' meeting can provide the power of attorney provided by the Corporation to authorize a proxy to attend the meeting and to state the scope of authorization vested to the proxy. Designating a proxy to attending a shareholders' meeting by a shareholder should comply with the Company Act as well as the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings promulgated by the government.
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Article 12: If the shareholders' meeting is convened by the board of directors, the chairman of the board shall be the chairman. In the absence of the chairman, his proxy shall act in accordance with Article 208 of the Company Law. In accordance with the provisions of the Company Law, if the shareholders' meeting is convened by a person other than the board of directors with the right to convene, the chairman shall be the person with the right to convene. If there are more than two persons with the right to convene, they shall elect one person to serve.
Article 13: Unless otherwise provided by law, each shareholder of the Corporation shall have one vote for each share.
Article 14: Unless otherwise provided for in the Company Law, resolutions of the shareholders' meeting shall be made with the attendance of shareholders representing more than half of the total number of issued shares and with the consent of more than half of the voting rights of the shareholders present.
Article 15: The resolutions of the shareholders' meeting shall be recorded in the minutes and signed or stamped by the chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting. The distribution of the minutes in the preceding paragraph may be made by public announcement. The minutes shall record the key points and results of the meeting and shall be kept by the company together with the attendance cards of the attending shareholders and the power of attorney for proxy attendance.
Article 16: The rules of procedure for shareholders' meetings shall be governed by the administrative orders of the Securities and Futures Bureau of the Financial Supervisory Commission, Executive Yuan, and shall apply when they are amended.
Chapter 4 Directors and Supervisors
Article 17: The Corporation shall have seven to nine directors (including independent directors), all of whom shall be elected by the shareholders' meeting from persons with legal capacity or corporate shareholders or representatives appointed by corporate shareholders. The term of office of directors is three years and they may be re-elected. Among the number of directors referred to in the preceding paragraph, the number of independent directors shall not be less than three and shall not be less than one-fifth of the total number of
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directors. The directors shall be elected by adopting the candidate nomination system and shall be elected by the shareholders' meeting from the list of candidates. The acceptance and announcement of director candidate nominations shall be handled in accordance with the Company Act, the Securities and Exchange Act and other relevant laws and regulations. The professional qualifications of independent directors, restrictions on shareholding and concurrent positions, nomination and election methods, and other matters that must be followed shall be handled in accordance with the relevant laws and regulations of the securities regulatory authorities.
The remuneration of directors is authorized to be determined by the Board of Directors based on the degree of their participation in the Corporation's operations and the value of their contributions and the general standards of the industry.
The Corporation may purchase liability insurance for directors in accordance with relevant laws and regulations, and the scope of insurance coverage shall be determined by resolution of the Board of Directors.
Article 18: The total number of shares that all directors of the Corporation should hold shall be handled in accordance with the Company Law and the regulations of relevant competent authorities.
Article 19: When one-third of the directors are absent or all independent directors are dismissed, the board of directors shall convene an extraordinary shareholders' meeting within 60 days to elect new directors, whose term of office shall be limited to the term of office they originally filled.
Article 20: The directors shall organize the board of directors and elect a chairman from among themselves with the attendance of more than two-thirds of the directors and the consent of more than half of the directors present. The chairman shall represent the company externally
Article 21: The board of directors shall be convened by the chairman who shall serve as the chairman. When the chairman is unable to perform his duties, he shall designate a director to act on his behalf. If no designation is made, the directors shall elect a person to act on their behalf.
Article 22: When convening a board of directors meeting, the reason shall be stated and all directors shall be notified seven days in advance. However, in case of emergency, the meeting may be convened at any time. Notice of convening a board meeting may be given in writing, by fax or by electronic mail.
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Unless otherwise provided for in the Company Law, The directors' meeting must be attended by a majority of the directors and shall be conducted with the consent of a majority of the directors present. If a director is unable to attend the board meeting in person, he may authorize another director to attend the board meeting on his behalf in accordance with Article 205 of the Company Act. However, if the meeting is conducted via video conferencing, the directors who participate in the meeting via video conferencing shall be deemed to be present in person.
Article 23: The resolutions of the board of directors shall be recorded in the minutes, which shall record the main points and results of the meeting and be signed or sealed by the chairman. The minutes shall be distributed to all directors within 20 days after the meeting. The minutes shall be kept in the Corporation together with the signature books of the attending directors.
Article 24: The Corporation shall establish an Audit Committee in accordance with Article 14 of the Securities and Exchange Act. The Audit Committee shall be composed of all independent directors and shall not be less than three in number, one of whom shall serve as convener and at least one of whom shall have accounting or financial expertise. The Audit Committee's resolutions must be approved by more than half of all members. In accordance with Article 14-4 of the Securities and Exchange Act, the Supervisory Board shall be abolished on the date the Audit Committee is established. (The Company's Audit Committee was established at the 17th Board of Directors' election)
Chapter 5 Managers
Article 25: The Corporation shall have several managers. Their designation, dismissal, and compensation shall be processed according to Article 29 of the Company Act.
Article 26: The Corporation may employ consultants upon resolution of the Board of Directors.
Chapter 6 Accounting
Article 27: At the end of each fiscal year, the board of directors of the Corporation shall prepare (1) an operating report, (2) financial statements, and (3) a
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proposal on profit distribution or loss compensation, and submit it to the Audit Committee for review 30 days before the general meeting of shareholders, and then submit it to the general meeting of shareholders for approval.
Article 28: If the Corporation makes a profit in a year, it shall set aside 1% to 5% as employee remuneration, which shall be distributed in the form of stocks or cash by the board of directors. The recipients may include employees of controlling and subordinate companies who meet certain conditions. The Corporation may set aside no more than 5% of the above profit amount as remuneration for directors and supervisors by the board of directors. Proposals for employee remuneration and directors' and supervisors' remuneration distribution should be submitted to the shareholders' meeting.
However, if the company still has accumulated losses, it should reserve the amount to make up for it in advance and then allocate the employee remuneration and the director and supervisor remuneration in accordance with the proportions in the preceding paragraph.
If the company's annual final accounts show a surplus, it shall first pay taxes and make up for accumulated losses, and then set aside 10% as statutory surplus reserves. However, this does not apply when the statutory surplus reserves have reached the company's paid-in capital. In addition, special surplus reserves shall be set aside or transferred according to the company's operating needs and legal regulations. If there is any balance and undistributed surplus at the beginning of the same period, the board of directors shall prepare a surplus distribution proposal and submit it to the shareholders' meeting for resolution on distribution.
The Corporation's dividend policy is determined based on current and future development plans, investment environment and capital requirements, and the interests of shareholders. However, if the accumulated distributable earnings are less than 5% of the paid-in capital, no distribution may be made. When distributing dividends to shareholders, they may be made in the form of cash or stock.
Chapter 7 Supplementary Provisions
Article 29: The Board of Directors will be set by the Corporation's organization regulations and operational regulations.
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Article 30: The thing not mentioned in this Chapter will be processed according to Company's Act and the regulated laws and regulations.
Article 31: The Chapter is established on according to Company's Act and the regulated laws and regulations on November 1, 1972.
The 1th revision was made on March 30, 1973.
The 2th revision was made on January 20, 1974.
The 3th revision was made on June 30, 1976.
The 4th revision was made on June 15, 1979.
The 5th revision was made on June 30, 1982.
The 6th revision was made on May 14, 1983.
The 7th revision was made on June 12, 1984.
The 8th revision was made on May 26, 1985.
The 9th revision was made on May 9, 1987.
The 10th revision was made on May 22, 1988.
The 11th revision was made on May 26, 1980.
The 12th revision was made on November 21, 1980.
The 13th revision was made on May 4, 1991.
The 14th revision was made on April 10, 1992.
The 15th revision was made on May 30, 1995.
The 16th revision was made on May 27, 1996.
The 17th revision was made on May 28, 1997.
The 18th revision was made on May 24, 1999.
The 19th revision was made on May 12, 1990.
The 20th revision was made on July 26, 1990.
The 21th revision was made on May 25, 2001.
The 22th revision was made on June 14, 2002.
The 23th revision was made on June 23, 2005.
The 24th revision was made on June 16, 2006.
The 25th revision was made on June 3, 2009.
The 26th revision was made on June 18, 2012.
The 27th revision was made on June 16, 2014.
The 28th revision was made on June 8, 2015.
The 29th revision was made on June 13, 2016.
The 30th revision was made on June 25, 2018.
The 31th revision was made on June 22, 2020.
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The 32th revision was made on July 1, 2021.
The 33th revision was made on June 16, 2022.
The impact of this allotment on the company's operating performance, earnings per share and shareholders' return on investment:
- According to “Regulations Governing the Publication of Financial Forecasts of Public Companies” and Securities and Futures Bureau on February 1, 2000, (89) Tai Cai Zheng (1) Zi No. 00371 letter stipulates that because the company has not prepared and announced the financial forecast for 2024, it is not necessary to disclose this information.
Employee remuneration and directors and supervisors remuneration and other related information:
- the Company’s Articles of Incorporation, the remuneration to employees, NT$500,000 and the remuneration to directors, NT$500,000.
- The number of shares proposed to be allotted to employee stock compensation and its proportion to capital increase from surplus: no such situation
- The above-mentioned remuneration for directors and supervisors and employees has been expensed in 2024, and there is no difference between the amount of expenses listed in the account and the distribution amount decided by the board of directors. After considering the resolution to distribute employee remuneration and remuneration for directors and supervisors, resulting in an earnings per share of 0.08 NT dollars.
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04/21/2025
Shin Tai Industry Co., Ltd the numbers of shares actually held by all directors
| Title | Name | Election date | Term ends | Shareholding at the time of election | Shareholding now | ||
|---|---|---|---|---|---|---|---|
| Shareholding | % | Shareholding | % | ||||
| Director | Shin Fong Trading Co., Ltd. | ||||||
| Representative: Wu, Jin-Quan | 6/18/2024 | 6/17/2027 | 4,886,472 | 3.26% | 5,130,795 | 3.26% | |
| Director | Ye,Wen-Teng | 6/18/2024 | 6/17/2027 | 400 | 0% | 420 | 0% |
| Director | Sie,Sing-Jhen | 6/18/2024 | 6/17/2027 | 323 | 0% | 339 | 0% |
| Director | Wu,Sin-Yang | 6/18/2024 | 6/17/2027 | 0 | 0% | 0 | 0% |
| Independent Director | He,Ruei-Nan | 6/18/2024 | 6/17/2027 | 0 | 0% | 0 | 0% |
| Independent Director | Liao,Guo-Yuan | 6/18/2024 | 6/17/2027 | 0 | 0% | 0 | 0% |
| Independent Director | Zou,Guei-Jian | 6/18/2024 | 6/17/2027 | 0 | 0% | 0 | 0% |
| Shares held by all directors total | 4,887,195 | 3.27% | 5,131,554 | 3.27% |
As required under article 26 of the Securities and Exchange Law and Provisions on Shareholding Ratio of Directors of Public Offering Companies and Implementation Rules for Checking :
- As of the date on which the transfer of shareholdings is suspended for the present shareholders', total of 157,148,197 shares issued.
- the minimum number of shares held by all directors of Shin Tai Industry Co., Ltd shall not be less than 10,000,000 shares.