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TYNTEK — AGM Information 2022
Jun 14, 2022
52074_rns_2022-06-14_4e94d7b8-07ba-4891-b018-c30ea1a4b747.pdf
AGM Information
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Stock Code: 2426
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TYNTEK Corporation
2022 Annual General Shareholders’ Meeting
Agenda Handbook
Time and Date: 9:00 a.m. on June 8, 2022 Venue: No. 15, Kezhong Rd., Zhunan Township, Miaoli County Convening Method: Physical Shareholders' Meeting
Translation-In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.
Table of Contents
| ONE. Meeting Procedure ..........................................................................................1 |
|---|
| TWO. Meeting Agenda ..............................................................................................2 |
| I. Report Items ................................................................................................. 3 |
| II. Ratification Items ......................................................................................... 4 |
| III. Discussion Items ........................................................................................... 5 |
| IV. Extraordinary Motions .................................................................................. 5 |
| THREE. Attachments ................................................................................................6 |
| I. Business Report ............................................................................................ 6 |
| II. Audit Committee’s Review Report ............................................................ 10 |
| III. Independent Auditor’s Report and 2021 Consolidated Financial |
| Statements ................................................................................................... 11 |
| IV. Independent Auditor’s Report and 2021 Parent-Only Financial |
| Statements ................................................................................................... 22 |
| V. 2021 Profit Distribution Table .................................................................... 33 |
| VI. Table of Amendments to the Corporate Governance Code of Conduct..... 34 |
| VII. Table of Amendments to the Company's Business Integrity |
| Procedures and Behavioral Guidelines ....................................................... 39 |
| VIII.Table of Amendments to the Articles of Incorporation and the |
| Amended Articles of Incorporation ............................................................ 44 |
| IX. Table of Amendments to the Asset Acquisition and Disposal |
| Procedures .................................................................................................. 58 |
| X. Table of Amendments to the Endorsement and Guarantee Procedures ..... 74 |
| FOUR. Appendices ..................................................................................................76 |
| I. Rules of Procedure for Shareholder Meetings............................................ 76 |
| II. The Articles of Incorporation ..................................................................... 80 |
| III. Shareholding of All Directors .................................................................... 89 |
| IV. Impact of Stock Dividend Issuance on Business Performance, EPS, and |
| Shareholder’s Return on Investment .......................................................... 90 |
| V. Information on Amount of Distribution of Remunerations of Employees |
| and Directors Passed by Resolution of Board of Directors’ Meeting and |
| EPS Calculation, etc.: ................................................................................. 91 |
ONE. Meeting Procedure
TYNTEK Corporation 2022 Annual Shareholders’ Meeting Procedure
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I. Call Meeting to Order
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II. Chairman's Remarks
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III. Report Items
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IV. Ratification Items
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V. Discussion Items
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VI. Extraordinary Motions
VII. Adjournment
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TWO. Meeting Agenda
TYNTEK Corporation 2022 Annual Shareholders’ Meeting Agenda
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I. Convening Method: Physical Shareholders' Meeting
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II. Time/Date: 9:00 a.m., June 8, 2022
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III. Location: No. 15, Kezhong Rd., Zhunan Township, Miaoli County
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IV. Attendants: All shareholders and equity representatives
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V. Chairman: Lee, Biing-Jye, Chairman of the Board
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VI. Chairperson’s Remarks
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VII. Report Items:
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(I) 2021 Business Report.
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(II) Audit Committee’s Review Report on the 2021 Financial Statements. (III) Report on 2021 Remuneration of Directors and Employees’ Remuneration Distribution.
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(IV) Report on 2021 Distribution of Earnings.
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(V) Report on the amendments to the Company's Corporate Governance Code of Conduct.
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(VI) Report on the amendments to the Company's Business Integrity Procedures and Behavioral Guidelines.
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(VII) Other Report Matters.
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Report on Acceptance of Shareholders’ Proposal Right
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Other Report Matters
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VIII. Ratification Items: Ratification of 2021 Financial Statements.
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IX. Discussion Items:
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(I) Amendments to the Articles of Incorporation.
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(II) Amendments to the Asset Acquisition and Disposal Procedures.
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(III) Amendments to the Endorsement and Guarantee Procedures.
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X. Extraordinary Motions
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XI. Adjournment
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Reporting Items
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I. 2021 Business Report. Explanation: Please refer to Attachment 1 for the 2021 Business Report.
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II. Audit Committee’s Review Report on the 2021 Financial Statements. Explanation: Please refer to Attachment 2 for the Audit Committee’s Review Report.
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III. Report on 2021 Remuneration of Directors and Employees’ Remuneration Distribution.
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Explanation: Regarding the remunerations of directors and employees for 2021, according to the resolution passed by the 6[th ] meeting of 13[th] Board (2022.02.22), the remuneration of directors in the amount of NT$ 11,580,376 and remuneration of employees in the amount of NT$ 61,702,140 are to be distributed.
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IV. Report on 2021 Distribution of Earnings
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Explanation: The amendment of the Articles of Incorporation has been approved by the resolution of the shareholders’ meeting on June 24, 2019, to authorize the board of directors to execute the distribution of earnings in cash via resolution of the board at the end of each semi-fiscal year. According to the cash dividends for the first and second half of the fiscal year of 2021 approved by the resolution of the board of directors, the distribution status and distribution dates are as follows:
| 2021 | Approval Date (Year/Month/Date) |
Distribution Date (Year/Month/Date) |
Cash Dividend Per Share (NTD) |
Cash Dividend Total Amount (NTD) |
|---|---|---|---|---|
| First Half of Fiscal Year |
2021/08/09 | None | No distribution |
0 |
| Second Half of Fiscal Year |
2022/02/22 | To be determined |
1.00 | 300,622,252 |
| Total | 1.00 | 300,622,252 |
- V. Report on the amendments to the Company's Corporate Governance Code of Conduct.
Explanation: Please refer to Attachment 6 for the Table of the Amendments to the Corporate Governance Code of Conduct.
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VI. Report on the amendments to the Company's Business Integrity Procedures and Behavioral Guidelines.
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Explanation: Please refer to Attachment 7 for the Table of the Amendments to
- the Business Integrity Procedures and Behavioral Guidelines.
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VII. Other Report Matters
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Explanation regarding the proposing right exercised by shareholders and accepted by this AGM:
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Explanation: (1) Handled pursuant to Article 172-1 of the Company Act
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(2) The acceptance period of shareholders’ proposal was April 1, 2022, to April 11, 2022, and disclosed on the MOPS as required by laws.
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(3) As of April 11, 2022, no shareholder’s proposal was received.
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Ratification Items
Proposal: The Company’s 2021 Business Report and Financial Statements, proposed for ratification.
Proposed by: Board of Directors
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Explanation: I. The Company’s 2021 annual business report, financial statements and earnings distribution proposal have been prepared completely, and the financial statements have been approved by the resolution at the Board meeting on February 22, 2022, and have also be audited completely by CPA Li Su and CPA Cheng-Chih Lin of Deloitte Taiwan.
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II. Please refer to Attachments 1, 3, 4, and 5 for the Company's 2021 business report, independent auditor’s report, financial statements, and profit distribution table.
III. Please ratify.
Resolution:
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Discussion Items
Proposal 1: The amendments to the Company’s Articles of Incorporation, proposed for discussion.
Proposed by: Board of Directors
- Explanation: To meet the operational needs, it is proposed to amend some provisions of the Articles of Incorporation. Please refer to Attachments 8 for the table of the amendments for discussion.
Resolution:
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Proposal 2: The amendments to the Company’s Asset Acquisition and Disposal Procedures, proposed for discussion.
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Proposed by: Board of Directors
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Explanation: To meet the operational needs, it is proposed to amend some provisions of the Asset Acquisition and Disposal Procedures. Please refer to Attachments 9 for the table of the amendments for discussion.
Resolution:
- Proposal 3: The amendments to the Company’s Endorsement and Guarantee Procedures, proposed for discussion.
Proposed by: Board of Directors
Explanation: To meet the operational needs, it is proposed to amend some provisions of the Endorsement and Guarantee Procedures. Please refer to Attachments 10 for the table of the amendments for discussion.
Resolution:
Extraordinary Motions
Adjournment
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THREE. Attachments
[Attachment 1]
TYNTEK Corporation Business Report
Looking back on the year of 2021, the revenue in 2021 grew by 30.25 % compared to 2020. Despite the fact that the global market was affected by the COVID-19 pandemic, the net operating income increased by NT$302,219,000 compared to 2019 due to the positive impacts of the end users’ increasing demand for backlight, smart wearables, opticalcoupler, medical, and automotive applications. Looking to the future, the Company will continue its dedication in the business development based on the initial commitment by providing products and services satisfying customer demands, thereby generating profits and achieving continuous growth for the Company. Business performance and operations of the Company in 2021 are compared with the ones in 2020 as described in the following respectively:
- (I) 2021 Annual Business Plan Implementation Outcome
Unit: NTD thousands
| Item | 2020 | 2021 | Percentage | difference % |
|---|---|---|---|---|
| Net sales amount | 2,428,616 | 3,163,375 |
734,759 |
30.25 |
| Net operatingincome | 8,328 | 310,547 |
302,219 |
3,628.95 |
| Non-operatingincome | 355,661 | 510,543 |
154,882 |
43.55 |
| Net income before tax | 363,989 | 821,090 |
457,101 |
125.58 |
| Income tax expense | 56,088 | 94,958 |
38,870 |
69.30 |
| Net income | 307,901 | 726,132 |
418,231 |
135.83 |
| Basic earnings per share after tax(NT$) |
1.02 | 2.41 |
1.39 |
136.27 |
Note: The impacts of earnings per share and issuance of stock dividends have been included in the retrospective adjustment.
(II) Financial Revenue/Expenditure and Profitability Analysis
| item | 2020 | 2021 | |
|---|---|---|---|
| Financial structure (%) |
Debt to total assets ratio | 36.44 | 28.79 |
| Long-term capital to property, plant & equipment ratio |
284.25 | 307.84 |
|
| Debt servicing capability (%) |
Current ratio | 258.59 | 339.97 |
| Quick ratio | 203.21 | 263.53 |
|
| Profitability (%) | Return on asset | 5.26 | 11.86 |
Return on shareholders’ equity |
8.03 | 17.20 |
|
Netprofit margin |
12.68 | 22.95 |
|
| Earningsper share(EPS) (NT$) | 1.02 | 2.41 |
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R&D status
The Company has always focused on the product R&D capability and with the continuous efforts over the past years, we have been able to develop and launch numerous outstanding new products, and have also been able to gain support from the public sector and government agencies, All of such achievements demonstrate the Company's commitment and dedication in R&D technologies. After the Company has completed the development and mass production of VCSEL surface emitting laser diodes and deep ultraviolet (DUV) components, our production lines have become more complete. To develop products with forward looking nature and greater marketability, in recent years, the Company’s full dedication to the research and development of optical communication sensors and sensors for the fields of automobile, medical care, and precision control has come to fruition. In addition, the Company is also active in the investment of relevant product application fields. With the rapid growth of the optoelectronic market, the application scope of various products continues to expand, and the market demand is increasing. To satisfy the market demand, the Company will continue to focus on the development of the following products:
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A. High density semiconductor passive components
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B. 6” wafer and high-sensitivity sensing PD
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C. 6” wafer and high precision and power components
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D. High power AlGaInP light emitting diodes
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E. High speed communication photodiodes
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F. Multiband photo detectors
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G. DUV sensors
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H. Silicon substrates with electrostatic protection components
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I. Flip-chip Zener diodes
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J. Photo diode integrated circuit (PDIC)
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K. Low-capacitance transient voltage suppressors (TVS)
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L. High speed optical communication laser diodes
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M. Vertical cavity surface emitting laser (VCSEL) diodes
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N. New generation semiconductor material components
Future Operational Objectives
To achieve the business objectives of the present year, the Company will continue to make further improvement on the competitiveness in the marketing, R&D, manufacturing and management aspects. For the year of 2022, the main business strategies are as follows:
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Cope with the overseas market growth, and actively expand the market share in the regions of Europe, U.S. And Japan.
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Enhance customized new product development, and improve profitability.
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Enhance material development source to diversify risks.
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Continue to increase production efficiency and to improve product quality in order to reduce cost.
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Continue to promote digital computerization and to increase work efficiency.
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Increase the sales weight of Si component products, thereby enhancing the profitability.
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Cope with market development demands for semiconductor lighting, and actively expand integrated power and protection components.
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Strengthen 6” wafer production capacity and enhance product technologies.
The forecast sales quantity of the Company is determined based on the environment of the industry and the supply and demand condition of the market along with the consideration of own production capacity and business development. The Company firmly believes that a complete production line is the essential factor supporting the sustainable operation of the Company. Based on such principle, the Company will continue to develop new products and to improve product quality, thereby achieving the goals of increasing customer satisfaction and maintaining excellent relationship with suppliers with best effort.
Important Production and Sale Policies
For the year of 2022, the Company will actively develop new products, new customer sources and will also adjust product structure in order to improve the overall gross margin with best effort, In addition, the Company will also research and develop various products satisfying the market trend, thereby increasing the Company's own technical level and understanding customer demands and market development trend effectively. Furthermore, the Company will also seek cooperation with the upstream raw material suppliers in order to ensure raw material quality and sufficient supply sources while maintaining long term cooperation relationship with customers. Moreover, to cope with the expansion of business, the Company will actively engage in the construction of complete international sales channels and logistics management. The Company also aims to enhance professional trainings of engineers, to improve the product technical support and after-sale service standards, to expand overseas markets continuously and to secure the domestic market, thereby increasing the market share of the Company’s products.
Future Development Strategy
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Short-term Business Development Plan:
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(1) Based on the currently existing business, continue to dedicate in the development of high frequency/high power products and various Si sensors and protection components. In addition, for different markets, develop sales method suitable to the local markets.
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(2) Continue to promote the rationalization and flexibility of production process, in order to achieve harmony between production and sales, as well as to achieve most optimal operating economic scale; implement quality management thoroughly and achieve the goal of Quality First with best effort. Increase automatic production efficiency and product yield rate, engineering research and development process systematization, thereby improving overall management quality.
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(3) Establish new wafer fab, and increase the wafer size from 5” to 6”, as well as expand scale and technology.
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Long-term Business Development Plan:
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(1) In addition to continue to improve quality and to maintain excellent cooperation relationship with domestic and foreign giants in the industry, the Company aims to expand the market share as well as to establish complete sales channels globally and diverse business strategies.
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(2) Integrate various products of the Company and subsidiaries, and establish the operational development model with horizontal expansion and vertical integration, thereby increasing the overall competitiveness of the Company.
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(3) Continue research and development, maintain the leading position in manufacturing technologies, and improve OEM capability, thereby exploiting the Company’s advantage in the mass production economic scale.
TYNTEK Corporation
Chairman: Lee, Biing-Jye
Managerial Officer: Chou, Wen-Lung
Accounting Supervisor: Li, Hsiao-Ping
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【 Attachment 2 】
TYNTEK Corporation
Audit Committee’s Review Report
We have reviewed the Company's 2021 business report, financial statements, and earnings appropriation proposal prepared by the board of directors. The financial statements have been audited by CPA Su-Li Fang and CPA Cheng-Chih Lin of Deloitte Taiwan, to which the firm issued an independent auditor's report. The aforementioned Business Report, Financial Statements and Earnings Distribution Proposal have been reviewed and considered to be complied with relevant rules by the undersigned, the Audit Committee of TYNTEK Corporation. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Submitted to
2022 Annual General Shareholders’ Meeting
TYNTEK Corporation
Audit Committee
Convener: Liu, Yin-Fei
February 22, 2022
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[Attachment 3]
Independent Audit’s Report
To TYNTEK Corporation,
Audit opinion
We have reviewed the accompanying consolidated balance sheets of TYNTEK Corporation (the “Company”) and its subsidiaries (collectively, the “Group”) for the years ended December 31, 2021 and 2020 and the relevant consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies “(collectively referred to as the consolidated financial statements)”.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020 and for the years then ended, and its consolidated financial performance and its consolidated cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.
Basis for audit opinion
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China for 2020. Our responsibility under those standards is further described in the section of "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements". 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 are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.
Key audit matters
Key audit matters refer to the most vital matters in our audit of the consolidated financial statements of the Group for the year ended December 31, 2021, based on our professional
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judgment. These matters were addressed in our audit of the consolidated financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.
Key audit matters of the consolidated financial statements of the Group for the year ended December 31, 2021, are stated as follows:
Sales recognition
The Group’s 2021 consolidated operating income was NT$3,163,375 thousand. Please refer to Notes 4 and 25 to the consolidated financial statements for the accounting policy and information related to revenue recognition. The Group’s operating income is mainly from the sale of optoelectronic products. As it has many sales clients at home and abroad, the sales, in which the transactions increased compared to the prior year, the transaction amounts were significant, and the transaction counterparties were not publicly listed, are listed as a key audit matter for 2021.
The main audit procedures we performed for said matter are as follows:
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Understand and test the effectiveness of the design and the implementation of the main internal control mechanism for the sales.
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Select samples randomly to check the receipts and payment status related to the sales, and inquire the existence of the transaction counterparties to verify the actual occurrence of the sales, and check whether there is any anomaly existing in the sales counterparties and the payment recipients.
Other Matters
The Company has also prepared the parent company’s only financial statements for the years ended December 31, 2021, and 2020, for which we have issued an unqualified opinion.
Included in the aforementioned consolidated financial statements, some of the financial statements of the investees measured using the equity method have not been audited by us but by other CPAs. Therefore, in our opinions on the aforementioned consolidated financial statements, the above-mentioned investment balance of the investees using the equity method and the relevant share of profit and loss on the investees are recognized based on the audit report of other CPAs. As of December 31, 2021 and 2020, the balance of investment in the aforementioned investees using the equity method was NT$149,194,000 and NT$122,583,000, respectively, accounting for 2.36% and 1.97% of the total consolidated assets, respectively, and the share of profit or loss on associates recognized using the equity method for the year ended December 31, 2021 and 2020 was NT$7,459 thousand and NT$1,165 thousand, respectively, accounting for 0.91% and 0.32% of the consolidated net income before tax, respectively.
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Responsibilities of the management and the governing body for the consolidated financial statements
The responsibilities of the management are to prepare the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS and IAS, as well as IFRIC and SIC interpretations endorsed and entered into effect by the FSC, and to maintain necessary internal control associated with the preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.
In preparing the consolidated financial statements, the management is responsible for assessing the ability of the Group in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Group or cease the operations without other viable alternatives.
The governing body of the Group (including the Audit Committee) is responsible for supervising the financial reporting process.
Auditor's responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. Reasonable assurance is a high-level 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.
Misstatement may arise from frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the consolidated financial statements, they are considered material.
We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards generally accepted in the Republic of China. We also perform the following tasks:
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Identify and assess the risks of material misstatement arising from fraud or error within the consolidated financial statements; design and execute countermeasures in response to said risks, and obtain sufficient and appropriate audit evidence to provide a basis of our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
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Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
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Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
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Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the consolidated financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure, and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements adequately present the relevant transactions and events.
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Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Group, to express an opinion on the consolidated financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.
The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).
We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).
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From the matters communicated with the governing body, we determined the key audit matters for the audit of the Group's consolidated financial statements for the year ended December 31, 2021. We have clearly indicated such matters in the auditors' report unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, we decided not to communicate over specific items in the auditors' report, for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.
Deloitte Taiwan CPA Su-Li Fang CPA Cheng-Chih Lin
The Financial Supervisory Commission The Financial Supervisory Commission R.O.C. Approved No. R.O.C. Approved No. Jing-Guang-Zheng-Liu No. 0940161384 Jing-Guang-Zheng-Liu No. 0930160267
February 22, 2022
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TYNTEK Corporation and Its Subsidiaries Consolidated balance sheet
For the Years Ended December 31, 2021 and 2020
| Code 1100 1110 1120 1136 1150 1170 1180 1200 130X 1410 1476 1479 11XX 1510 1517 1535 1550 1600 1755 1760 1780 1840 1915 1920 1980 1990 15XX 1XXX |
Asset CURRENT ASSETS Cash and cash equivalents (Notes 6 and 31) Financial assets at fair value through profit or loss - current (Note 7 and 31) Financial assets at fair value through profit or loss - current (Note 8 and 31) Financial assets at amortized cost - current (Note 9, 31 and 33) Notes receivable, net (Note 10, 31) Accounts receivable, net (Notes 10 and 31) Accounts receivable - related parties, net (Notes 10, 31, and 32) Other receivables (Notes 10 and 31) Inventories (Note 11) Prepayments (Notes 17 and 34) Other financial assets (Notes 19, 31, and 33) Other current assets (Note 18) Total current assets non-current assets Financial assets at fair value through profit or loss - non-current (Note 7 and 31) Financial assets at fair value through profit or loss - non-current (Note 8 and 31) Financial assets at amortized cost - non-current (Note 9, 31 and 33) Investments accounted for using equity method (Note 13) Property, plant and equipment (Notes 14, 33 and 34) Right-of-use assets (Note 15) Investment property (Note 14) Other intangible assets (Note 16) Deferred tax assets (Note 27) Prepayments for equipment (Note 34) Refundable deposits (Note 31) Other financial assets - non-current (Notes 19, 31 and 33) Other non-current assets - others (Note 18) Total non-current assets Total assets |
Dec. 31,2021 Amount % $ 1,145,382 18 583,316 9 - - 44,191 1 21,863 - 998,356 16 84,274 1 67,529 1 843,782 14 22,725 1 3,593 - 6,046 - 3,821,057 61 263,055 4 74,231 1 6,615 - 175,738 3 1,686,193 27 99,949 2 - - 1,561 - 81,287 1 98,416 1 1,963 - - - 4,622 - 2,493,630 39 $ 6,314,687 100 |
Dec. 31,2020 Amount % $ 655,749 11 522,790 9 20,579 - 558,932 9 9,224 - 856,173 14 903 - 66,253 1 728,725 12 15,874 - 12,475 - 4,347 - 3,452,024 56 364,103 6 41,754 1 6,566 - 153,115 2 1,714,593 28 109,827 2 220,964 3 2,172 - 91,825 1 41,725 1 2,176 - 3,788 - 4,136 - 2,756,744 44 $ 6,208,768 100 |
Code 2100 2130 2150 2170 2180 2200 2230 2280 2320 2313 2399 21XX 2540 2550 2570 2580 2640 2630 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 31XX 36XX 3XXX |
LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 19 and 31) Contract liabilities - Current (Note 25) Notes payable (Notes 20 and 31) Accounts payable (Notes 20 and 31) Accounts payable to related parties (Notes 20, 31 and 32) Other payables (Notes 21, 31, and 32) Current tax liabilities (Note 27) Lease liabilities - current (Notes 15 and 31) Current portion of long-term borrowings (Notes 19 and 31) Unearned revenue (Notes 21, 29, and 31) Other current liabilities (Note 21) Total current liabilities non-current liabilities Long-term borrowings (Notes 19 and 31) Provisions - non-current (Note 22) Deferred tax liabilities (Note 27) Lease liabilities - non-current (Notes 15 and 31) Defined benefit liability - non-current (Note 23 Long-term deferred revenue (Notes 19, 29, and 31) Guarantee deposits received (Note 31) Total non-current liabilities Total liabilities Equity attributable to owners of the company (Note 24) Ordinary shares Capital surplus Retained earnings Statutory reserves Special reserves undistributed earnings Total retained earnings Other equities Total equity attributable to owners of the company Non-controlling interests (Notes 12, 24, and 31) Total equity Total liabilities and equity |
Dec. 31,2021 Amount % $ 157,977 3 303 - 4,911 - 454,548 7 6,453 - 275,540 4 62,522 1 8,899 - 116,558 2 4,631 - 31,587 1 1,123,929 18 529,091 8 16,807 - 15,325 - 89,618 2 37,905 1 1,031 - 4,545 - 694,322 11 1,818,251 29 3,006,223 47 243,639 4 214,568 3 55,815 1 960,086 15 1,230,469 19 22,435 ) - 4,457,896 70 38,540 1 4,496,436 71 $ 6,314,687 100 |
Unit: NTD thousands Dec. 31,2020 Amount % $ 523,318 8 2,222 - 6,251 - 346,044 6 755 - 206,168 3 20,170 - 43,430 1 160,707 3 628 - 25,896 - 1,335,589 21 733,314 12 15,428 - 15,044 - 98,335 2 47,258 1 1,458 - 16,180 - 927,017 15 2,262,606 36 3,006,223 48 224,694 4 186,082 3 89,035 1 466,022 8 741,139 12 63,178 ) ( 1 ) 3,908,878 63 37,284 1 3,946,162 64 $ 6,208,768 100 |
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|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 1,145,382 583,316 - 44,191 21,863 998,356 84,274 67,529 843,782 22,725 3,593 6,046 3,821,057 263,055 74,231 6,615 175,738 1,686,193 99,949 - 1,561 81,287 98,416 1,963 - 4,622 2,493,630 $ 6,314,687 |
Amount $ 655,749 522,790 20,579 558,932 9,224 856,173 903 66,253 728,725 15,874 12,475 4,347 3,452,024 364,103 41,754 6,566 153,115 1,714,593 109,827 220,964 2,172 91,825 41,725 2,176 3,788 4,136 2,756,744 $ 6,208,768 |
Amount $ 157,977 303 4,911 454,548 6,453 275,540 62,522 8,899 116,558 4,631 31,587 1,123,929 529,091 16,807 15,325 89,618 37,905 1,031 4,545 694,322 1,818,251 3,006,223 243,639 214,568 55,815 960,086 1,230,469 22,435 ) 4,457,896 38,540 4,496,436 $ 6,314,687 |
Amount $ 523,318 2,222 6,251 346,044 755 206,168 20,170 43,430 160,707 628 25,896 1,335,589 733,314 15,428 15,044 98,335 47,258 1,458 16,180 927,017 2,262,606 3,006,223 224,694 186,082 89,035 466,022 741,139 63,178 ) 3,908,878 37,284 3,946,162 $ 6,208,768 |
||||||||
( |
( |
The accompanying notes are an integral part of the consolidated financial statements (With Deloitte & Touche review report dated February 22, 2022)
Chairman: Lee, Biing-Jye
Manager: Will Chou
Head of Accounting: Hsiao-Ping Li
16
TYNTEK Corporation and Its Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2021 and 2020
Unit: NTD thousands; EPS in NTD
| Code 4000 Operating revenue (Notes 25 and 32) 5000 Operating costs (Notes 11, 26, and 32) 5900 Gross income from operations Operating expenses 6100 Selling and marketing expenses (Notes 23 and 26) 6200 Administrative expenses (Notes 23 and 26) 6300 Research and development expense (Notes 23 and 26) 6450 Expected credit impairment loss (Note 10) 6000 Total operating expenses 6500 Other income and expenses, net (Note 26) 6900 Operating profit (loss) Non-operating income and expense 7100 Interest revenue (Note 26) 7010 Other income (Notes 26 and 32) 7020 Other gains or losses (Notes 26 and 35) 7050 Financial costs (Note 26) 7060 Share of profit (loss) on associates using the equity method 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expense (Note 27) 8200 Net income of the current year Other comprehensive income (Note 24) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans |
2021 | % 100 77 23 1 8 4 - 13 - 10 - 1 15 1 ) 1 16 26 3 23 - |
2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 3,163,375 2,446,714 716,661 41,493 231,702 132,896 - 406,091 23 ) 310,547 5,489 26,212 485,335 20,531 ) 14,038 510,543 821,090 94,958 726,132 $ 2,054 ) |
Amount $ 2,428,616 2,067,874 360,742 36,506 195,828 128,112 6,406 366,852 14,438 8,328 9,120 42,192 340,899 24,163 ) 12,387 ) 355,661 363,989 56,088 307,901 $ 7,977 ) |
% | ||||||
( ( ( |
( |
( ( ( |
( ( |
100 85 15 2 8 5 - 15 - - - 2 14 1 ) - 15 15 3 12 1 ) |
(Continued on next page)
17
(Continued from previous page)
| Code 8316 Unrealized gains (losses) on investments in equity instruments at FVTOCI 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 27) 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange Differences in Translating the Financial Statements of Foreign Operations 8399 Income tax (expense) income related to the components of other comprehensive income (Note 27) 8300 Other comprehensive income of the current year (net amount after tax) 8500 Total comprehensive income of the current year 8600 NET PROFIT ATTRIBUTABLE TO: 8610 Owners of the company 8620 Non-controlling interests 8700 Total comprehensive income attributable to: 8710 Owners of the company 8720 Non-controlling interests Earnings per share (Note 28) 9710 Basic 9810 Diluted |
2021 | % 1 - - - 1 24 23 - 23 24 - 24 |
2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount 40,778 6,112 ) 2,428 ) 480 30,664 $ 756,796 $ 724,850 1,282 $ 726,132 $ 755,540 1,256 $ 756,796 $ 2.41 $ 2.39 |
Amount 19,428 3,398 ) 12,342 2,457 ) 17,938 $ 325,839 $ 304,498 3,403 $ 307,901 $ 322,379 3,460 $ 325,839 $ 1.02 $ 1.01 |
% | ||||||
| ( ( |
( ( |
1 - 1 - 1 13 13 - 13 13 - 13 |
The accompanying notes are an integral part of the consolidated financial statements (With Deloitte & Touche review report dated February 22, 2022)
Chairman: Lee, Biing-Jye Manager: Will Chou Accounting Supervisor: Li, Hsiao-Ping
18
TYNTEK Corporation and Its Subsidiaries Consolidated Statements of Changes Equity
For the Years Ended December 31, 2021 and 2020
Unit: In Thousands of New Taiwan Dollars, Unless Stated Otherwise
| Code A1 Balance at January 1, 2020 Earning appropriation and distribution for 2019 B1 Appropriated as statutory reserves B3 Appropriated as special reserve B5 Appropriated as special reserve D1 Net income of 2020 D3 Other comprehensive income after tax of 2020 D5 Total comprehensive income of 2020 F3 Transfer of treasury stock L1 Redemption of treasury stock C7 Changes in associates and joint ventures accounted for using the equity method Z1 Balance at December 31, 2020 Earning appropriation and distribution for 2020 B1 Appropriated as statutory reserves B17 Reversed special reserve B5 Cash dividend to shareholders C7 Changes in associates and joint ventures accounted for using the equity method D1 2021 net income D3 2021 other comprehensive income after tax D5 2021 total comprehensive income Q1 Disposal of equity instruments measured at FVTOCI Z1 Balance at December 31, 2021 |
Equityattributable to o | Equityattributable to o | Equityattributable to o | wn | ers of the company | Total $ 3,687,550 - - 90,187 ) 304,498 17,881 322,379 36,561 30,790 ) 16,635 ) 3,908,878 - - 225,467 ) 18,945 724,850 30,690 755,540 - $ 4,457,896 |
Non-controlling interests $ 33,824 - - - 3,403 57 3,460 - - - 37,284 - - - - 1,282 ( 26 ) 1,256 - $ 38,540 |
Total equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital Shares (Thousands) Amount 300,621 $ 3,006,223 - - - - - - - - - - - - - - - - - - 300,621 3,006,223 - - - - - - - - - - - - - - - - 300,621 $ 3,006,223 |
Capital surplus $ 223,902 - - - - - - 5,771 - 4,979 ) 224,694 - - - 18,945 - - - - $ 243,639 |
Retained earnings | Undistributed earnings $ 301,131 17,679 ) 12,108 ) 90,187 ) 304,498 7,977 ) 296,521 - - 11,656 ) 466,022 28,486 ) 33,220 225,467 ) - 724,850 2,054 ) 722,796 7,999 ) $ 960,086 |
Other equities Exchange Differences in Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 30,757 ) ( $ 58,279 ) - - - - - - - - 9,828 16,030 9,828 16,030 - - - - - - ( 20,929 ) ( 42,249 ) - - - - - - - - - - ( 1,922 ) 34,666 ( 1,922 ) 34,666 - 7,999 ($ 22,851 ) $ 416 |
Treasuryshares $ - - - - - - - 30,790 ( 30,790 ) - - - - - - - - - - $ - |
|||||||||||||
| Exchange Differences in Translating the Financial Statements of Foreign Operations ( $ 30,757 ) - - - - 9,828 9,828 - - - ( 20,929 ) - - - - - ( 1,922 ) ( 1,922 ) - ($ 22,851 ) |
||||||||||||||||||
| Shares (Thousands) 300,621 - - - - - - - - - 300,621 - - - - - - - - 300,621 |
Statutoryreserves $ 168,403 17,679 - - - - - - - - 186,082 28,486 - - - - - - - $ 214,568 |
Special reserve $ 76,927 - 12,108 - - - - - - - 89,035 - 33,220 ) - - - - - - $ 55,815 |
||||||||||||||||
( |
( |
( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( |
( |
( ( ( ( |
( |
( ( ( ( |
$ 3,721,374 - - 90,187 ) 307,901 17,938 325,839 36,561 30,790 ) 16,635 ) 3,946,162 - - 225,467 ) 18,945 726,132 30,664 756,796 - $ 4,496,436 |
The accompanying notes are an integral part of the consolidated financial statements (With Deloitte & Touche review report dated February 22, 2022)
Chairman: Lee, Biing-Jye
Manager: Will Chou
Accounting Supervisor: Li, Hsiao-Ping
19
TYNTEK Corporation and Its Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2021 and 2020
Unit: NTD thousands
| Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Net income before tax of the current year A20010 Adjustments for: A20100 Depreciation expense A20200 Amortization expenses A20300 Expected credit impairment loss A20400 Net gains on financial assets and liabilities at FVTPL A20900 Financial costs A21200 Interest income A21300 Dividend revenue A21900 Share-based compensation A22300 Share of profit or loss of associates accounted for using equity method A22500 Losses (gains) on disposal of property, plant and equipment A23000 Gains on disposal of non-current assets held for sale A23200 Gains on disposal of investments accounted for using equity method A23800 Losses on inventory valuation and obsolescence losses A24100 Unrealized losses on foreign currency exchange A29900 Gains on disposal of right-of-use assets A29900 Gains on lease modification A30000 Changes in operating assets and liabilities A31130 Note receivable A31150 Accounts receivable - related parties A31180 Other receivables A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 contract liability A32130 Note payable A32150 Accounts payable - related parties A32180 Other payables A32200 Provisions A32230 Other current liabilities A32240 Net defined benefit liability A33000 Cash from operations A33300 Interest paid A33500 Income tax refunded (paid) AAAA Net cash inflow from operating activities |
2021 $ 821,090 246,559 818 - 126,101 ) 20,531 5,489 ) 14,930 ) - 14,038 ) 23 379,527 ) 282 ) - 28,753 ) - - 12,639 ) 226,187 ) 1,452 ) 115,057 ) 7,337 ) 1,699 ) 1,919 ) 1,340 ) 115,709 60,421 1,379 5,691 11,407 ) 324,064 20,980 ) 47,418 ) 255,666 |
2020 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 363,989 247,200 1,211 6,406 212,528 ) 24,163 9,120 ) 18,385 ) 5,771 12,387 14,110 ) 614 ) 17,475 ) 14,250 22,238 ) 174,980 ) 10 ) 8,060 55,436 ) 3,031 80,077 ) 1,332 494 8,024 ) 1,280 ) 60,525 25,038 668 21,757 2,511 184,516 24,851 ) 11,845 171,510 |
(Continued on next page)
20
(Continued from previous page)
| Code Cash flows from investing activities B00020 Disposal of financial assets at FVTOCI B00050 Disposal of financial assets at amortized cost B00100 Purchase of financial assets at fair value through profit or loss B00200 Disposal of financial assets at FVTPL B01800 Acquisition of long-term investments in equity using equity method B01900 Disposal of long-term investments in equity using equity method B02600 Proceeds from disposal of non-current assets held for sale B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease in refundable deposits B04500 Acquisition of intangible assets B06500 Decrease in other financial assets B07100 Increase in prepayments for equipment B07500 Interest received B07600 Dividends received B09900 Proceeds from disposal of right-of-use assets BBBB Net cash inflows from investing activities Cash flows from financing activities C00100 Increase in short-term borrowings C00200 Decrease in short-term borrowings C01600 Proceeds from long-term borrowings C01700 Repayments of long-term borrowings C03000 Increase (decrease) in guarantee deposits received C04020 Repayment of the principal portion of leases C04500 Cash dividends distributed C04900 Cost of redemption of treasury stock C05000 Proceeds from disposal of treasury stock CCCC Net cash outflows from financing activities DDDD Effects of exchange rate changes on the balance of cash held in foreign currencies EEEE Increase (decrease) in cash and equivalents E00100 Balance of cash and cash equivalents at the beginning of the year E00200 Balance of cash and cash equivalents at the end of the year |
2021 $ 28,880 518,945 20,754 ) 185,303 1,470 ) 12,054 600,161 105,459 ) 1,374 213 211 ) 12,671 151,946 ) 5,616 14,930 - 1,100,307 1,099,231 1,461,009 ) 518,917 763,713 ) 11,635 ) 43,353 ) 225,467 ) - - 887,029 ) 20,689 489,633 655,749 $ 1,145,382 |
2020 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( |
$ - 91,368 263,609 ) 260,995 36,153 ) 34,659 3,444 54,368 ) 46,843 461 92 ) 3,750 66,368 ) 9,692 18,385 134,140 183,147 1,569,234 1,994,450 ) 128,500 88,148 ) 12,480 10,499 ) 90,187 ) 30,790 ) 30,790 473,070 ) 11,070 107,343 ) 763,092 $ 655,749 |
The accompanying notes are an integral part of the consolidated financial statements (With Deloitte & Touche review report dated February 22, 2022)
Chairman: Lee, Biing-Jye Manager: Will Chou
Accounting Supervisor: Li, Hsiao-Ping
21
[Attachment 4]
Independent Auditors' Report (Parent-Only Financial Statements)
To TYNTEK Corporation,
Audit opinion
We have reviewed the standalone balance sheet of TYNTEK Corporation (the “Company”) for the years ended December 31, 2021 and 2020 and the related standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies “(collectively referred to as the standalone financial statements)”.
In our opinion, the accompanying standalone financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020 and for the years then ended, and its individual financial performance and its individual cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for audit opinion
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China for 2020. Our responsibility under those standards is further described in the section of "Auditor's Responsibilities for the Audit of the Parent-only Financial Statements". We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.
22
Key audit matters
Key audit matters refer to the most vital matters in our audit of the standalone financial statements of the Company for the year ended December 31, 2021 based on our professional judgment. These matters were addressed in our audit of the parent-only financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.
Key audit matters of the standalone financial statements of the Company for the year ended December 31, 2021 are stated as follows
Sales recognition
The Company’s 2021 consolidated operating income was NT$2,953,154. Please refer to Notes 4 and 24 to the consolidated financial statements for the accounting policy and information related to revenue recognition. The Company’s operating income is mainly from the sale of optoelectronic products. As it has many sales clients at home and abroad, the sales, in which transactions increased compared to the prior year, the transaction amounts were significant, and the transaction counterparties were not publicly listed, are listed as a key audit matter for 2021.
The main audit procedures we performed for said matter are as follows:
-
Understand and test the effectiveness of the design and the implementation of the main internal control mechanism for the sales.
-
Select samples randomly to check the receipts and payment status related to the sales, and inquire the existence of the transaction counterparties to verify the actual occurrence of the sales, and check whether there is any anomaly existing in the sales counterparties and the payment recipients.
Other Matters
Some of the investees included in the standalone financial statements using the equity method have not been audited by us but by other CPAs. Therefore, in the opinion we expressed about the standalone financial statements, the above-mentioned investees using the equity method and its relevant shares of profit or loss are recognized according to the audit report by other CPAs. As of December 31, 2021 and 2020, the balance of investment in the
aforementioned investees using the equity method was NT$149,194,000 and NT$122,583,000, accounting for 2.44% and 2.06% of the total assets, respectively, and the share of profit or loss on associates recognized using the equity method for the year ended December 31, 2021 and 2020 was NT$7,459,000 and NT$1,165,000, accounting for 0.92% and 0.34% of the net income before tax.
23
Responsibilities of the management and the governing body for the parent-only financial statements
The responsibilities of the management are to prepare the parent-only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and to maintain necessary internal control associated with the preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.
In preparing the standalone financial statements, the management is responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.
The governing body of the Company (including the Audit Committee) is responsible for supervising the financial reporting process.
Auditor's responsibilities for the audit of the parent-only financial statements
Our objectives are to obtain reasonable assurance on whether the parent-only financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. Reasonable assurance is a high-level 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.
Misstatement may arise from frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent-only financial statements, they are considered material.
We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards generally accepted in the Republic of China. We also perform the following tasks:
- Identify and assess the risks of material misstatement arising from fraud or error within the parent-only financial statements; design and execute countermeasures in response to said risks, and obtain sufficient and appropriate audit evidence to provide a basis of our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
24
-
Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
-
Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent-only financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need 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 Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the parent-only financial statements (including relevant notes), and whether the parent-only financial statements adequately present the relevant transactions and events.
-
Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Company, to express an opinion on the standalone financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company.
The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).
We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).
25
From the matters communicated with the governing body, we determined the key audit matters for the audit of the Company's standalone financial statements for the year ended December 31, 2021. We have clearly indicated such matters in the auditors' report unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, we decided not to communicate over specific items in the auditors' report, for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.
Deloitte Taiwan CPA Su-Li Fang
CPA Cheng-Chih Lin
The Financial Supervisory Commission R.O.C. Approved No. Jing-Guang-Zheng-Liu No. 0940161384
The Financial Supervisory Commission R.O.C. Approved No. Jing-Guang-Zheng-Liu No. 0930160267
February 22, 2022
26
TYNTEK Corporation
parent-only Balance Sheet
For the Years Ended December 31, 2021 and 2020
Unit: NTD thousands
| Code 1100 1110 1120 1136 1150 1170 1180 1200 1210 130X 1479 11XX 1510 1517 1535 1550 1600 1755 1760 1780 1840 1915 1980 1990 15XX 1XXX |
Asset CURRENT ASSETS Cash and cash equivalents (Notes 6 and 30) Financial assets at fair value through profit or loss - current (Note 7 and 30) Financial assets at fair value through profit or loss - current (Note 8 and 30) Financial assets at amortized cost - current (Note 9, 30, and 32) Notes receivable, net (Notes 10 and 30) Accounts receivable, net (Notes 10 and 30) Accounts receivable - related parties, net (Notes 10, 30, and 31) Other receivables (Notes 10 and 30) Other receivables - related parties (Notes 10, 30, and 31) Inventories (Note 11) Other current assets (Note 17) Total current assets non-current assets Financial assets at fair value through profit or loss - non-current (Note 7 and 30) Financial assets at fair value through profit or loss - non-current (Note 8 and 30) Financial assets at amortized cost - non-current (Notes 9, 30, and 32) Investments accounted for using equity method (Note 12) Property, plant and equipment (Notes 13, 32, and 33) Right-of-use assets (Note 14) Investment property (Notes 15 and 32) Intangible assets (Note 16) Deferred tax assets (Note 26) Prepayments for equipment (Note 33) Other financial assets - non-current (Notes 17, 30, and 32) Other non-current assets (Note 17) Total non-current assets Total assets |
Dec. 31,2021 | Dec. 31,2021 | % 15 3 - 1 - 16 1 - 4 12 - 52 2 1 - 16 25 1 - - 1 2 - - 48 100 |
Dec. 31,2020 | Dec. 31,2020 | % 9 4 - 9 - 13 - - - 11 - 46 2 1 - 17 26 1 4 - 2 1 - - 54 100 |
Code 2100 2170 2180 2200 2230 2280 2320 2313 2399 21XX 2540 2550 2570 2580 2630 2640 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3XXX |
LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 8 and 30) Accounts payable (Note 19) Accounts payable to related parties (Notes 9, 30, and 31) Other payables (Notes 20 and 30) Current tax liabilities (Note 26) Lease liabilities - current (Notes 14 and 30) Current portion of long-term borrowings (Notes 18 and 30) Unearned revenue (Notes 20 and 28) Other current liabilities (Note 20) Total current liabilities non-current liabilities Long-term borrowings (Notes 18 and 30) Provisions - non-current (Note 21) Deferred tax liabilities (Note 26) Lease liabilities - non-current (Notes 14 and 30) Long-term deferred revenue (Notes 20 and 28) Defined benefit liability - non-current (Note 22) Other non-current liabilities (Note 20) Total non-current liabilities Total liabilities Equity (Note 23) Ordinary shares Capital surplus Retained earnings Statutory reserves Special reserves undistributed earnings Total retained earnings Other equities Total equity Total liabilities and equity |
Dec. 31,2021 | Dec. 31,2021 | % 2 7 - 4 1 - 2 - - 16 9 - - 1 - 1 - 11 27 49 4 3 1 16 20 - 73 100 |
Dec. 31,2020 | Dec. 31,2020 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 940,225 187,838 - 43,191 1,377 951,876 89,099 9,300 224,934 752,560 10,249 3,210,649 87,201 63,425 6,615 989,924 1,494,318 83,732 - 1,458 81,287 96,072 - 449 2,904,481 $ 6,115,130 |
Amount $ 552,849 214,411 6,750 512,760 231 795,223 1,163 7,680 8,016 651,178 7,863 2,758,124 142,166 32,865 6,566 1,034,766 1,537,444 87,192 220,964 1,712 91,825 39,699 3,788 1,135 3,200,122 $ 5,958,246 |
Amount $ 91,677 421,267 6,453 251,753 44,609 2,857 116,558 4,631 28,518 968,323 529,091 16,807 15,325 82,656 1,031 37,905 6,096 688,911 1,657,234 3,006,223 243,639 214,568 55,815 960,086 1,230,469 22,435 ) 4,457,896 $ 6,115,130 |
Amount $ 455,559 320,899 755 167,481 4,908 3,007 159,040 628 23,734 1,136,011 733,314 15,428 15,044 85,329 1,458 47,258 15,526 913,357 2,049,368 3,006,223 224,694 186,082 89,035 466,022 741,139 63,178 ) 3,908,878 $ 5,958,246 |
% | |||||||||||||||
( |
( |
( |
8 5 - 3 - - 3 - - 19 12 - - 2 - 1 - 15 34 51 4 3 1 8 12 1 ) 66 100 |
The accompanying notes are an integral part of the parent-only financial statements.
Chairman: Lee, Biing-Jye
Manager: Will Chou
Head of Accounting: Hsiao-Ping Li
27
TYNTEK Corporation
parent-only Statement of Comprehensive Income
For the Years Ended December 31, 2021 and 2020
Unit: NTD thousands; EPS in NTD
| Code 4000 Operating revenue (Notes 24 and 31) 5000 Operating costs (Notes 11, 25, and 30) 5900 Gross income from operations Operating expenses 6100 Selling and marketing expenses (Notes 21 and 25) 6200 Administrative expenses (Notes 21 and 25) 6300 Research and development expense (Notes 21 and 25) 6450 Expected credit impairment loss (Note 10) 6000 Total operating expenses 6550 Other income and expenses, net (Note 25) 6900 Operating profit Non-operating income and expense 7100 Interest revenue (Notes 25 and 30) 7010 Other income (Notes 25 and 30) 7020 Other gains or losses (Note 25) 7050 Financial costs (Note 25) 7070 Share of profit or loss of subsidiaries and associates accounted for using equity method (Note 12) 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expense (Note 26) 8200 Net income of the current year |
2021 | % 100 79 21 1 6 4 - 11 - 10 - 1 13 1 ) 5 18 28 3 25 |
2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 2,953,154 2,329,703 623,451 32,637 195,442 110,274 - 338,353 12 ) 285,086 4,543 12,505 379,483 18,619 ) 145,179 523,091 $ 808,177 83,327 724,850 |
Amount $ 2,200,552 1,898,699 301,853 26,914 158,411 97,247 6,420 288,992 3,602 ) 9,259 6,093 22,195 61,480 20,556 ) 264,707 333,919 $ 343,178 38,680 304,498 |
% | ||||||
( ( |
( |
( ( |
( |
100 86 14 1 7 5 - 13 - 1 - 1 3 1 ) 12 15 16 2 14 |
(Continued on next page)
28
(Continued from previous page)
| Code Other comprehensive income (net amount) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans (Note 22) 8316 Unrealized gains (losses) on investments in equity instruments at FVTOCI (Note 23) 8336 Unrealized gains (losses) on equity instruments of subsidiaries, associates, and joint ventures at FVOCI accounted for using the equity method (Note 23) 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 23) 8360 Items that may be reclassified subsequently to profit or loss (Note 23): 8380 Share of other comprehensive income of subsidiaries accounted for using the equity method 8399 Income tax relating to items that may be reclassified subsequently to profit or loss 8300 Other comprehensive income of the current year (net amount after tax) 8500 Total comprehensive income of the current year Earnings per share (Note 27) 9710 Basic 9810 Diluted |
2021 | % - 1 - - - - 1 26 |
2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount 2,054 ) 30,424 10,354 6,112 ) 2,402 ) 480 30,690 $ 755,540 $ 2.41 $ 2.39 |
Amount 7,977 ) 12,515 6,913 3,398 ) 12,285 2,457 ) 17,881 $ 322,379 $ 1.02 $ 1.01 |
% | ||||||
| ( ( ( |
( ( ( |
- - - - 1 - 1 15 |
The accompanying notes are an integral part of the parent-only financial statements.
Chairman: Lee, Biing-Jye Manager: Will Chou Accounting Supervisor: Li, Hsiao-Ping
29
TYNTEK Corporation
parent-only Statement of Changes in Equity
For the Years Ended December 31, 2021 and 2020
| Code A1 Balance at January 1, 2020 Earning appropriation and distribution for 2019 B1 Statutory reserves B3 Appropriated as special reserve B5 Cash dividends for shareholders D1 Net income of 2020 D3 Other comprehensive income after tax of 2020 D5 Total comprehensive income of 2020 F3 Transfer of treasury stock L1 Redemption of treasury stock C7 Changes in associates and joint ventures accounted for using the equity method Z1 Balance at December 31, 2020 Earning appropriation and distribution for 2020 B1 Appropriated as statutory reserves B3 Reversed special reserve B5 Cash dividends for shareholders C7 Changes in associates and joint ventures accounted for using the equity method D1 2021 net income D3 2021 other comprehensive income after tax D5 2021 total comprehensive income Q1 Disposal of equity instruments measured at FVTOCI Z1 Balance at December 31, 2021 |
Share capital Shares(Thousands) Amount 300,621 $ 3,006,223 - - - - - - - - - - - - - - - - - - 300,621 3,006,223 - - - - - - - - - - - - - - - - 300,621 $ 3,006,223 |
Share capital Shares(Thousands) Amount 300,621 $ 3,006,223 - - - - - - - - - - - - - - - - - - 300,621 3,006,223 - - - - - - - - - - - - - - - - 300,621 $ 3,006,223 |
Capital surplus $ 223,902 - - - - - - 5,771 - 4,979 ) 224,694 - - - 18,945 - - - - $ 243,639 |
Retained earnings | Retained earnings | Undistributed earnings $ 301,131 17,679 ) 12,108 ) 90,187 ) 304,498 7,977 ) 296,521 - - 11,656 ) 466,022 28,486 ) 33,220 225,467 ) - 724,850 2,054 ) 722,796 7,999 ) $ 960,086 |
Other items of equity Exchange Differences in Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 30,757 ) ( $ 58,279 ) - - - - - - - - 9,828 16,030 9,828 16,030 - - - - - - ( 20,929 ) ( 42,249 ) - - - - - - - - - - ( 1,922 ) 34,666 ( 1,922 ) 34,666 - 7,999 ($ 22,851 )$ 416 |
Other items of equity Exchange Differences in Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 30,757 ) ( $ 58,279 ) - - - - - - - - 9,828 16,030 9,828 16,030 - - - - - - ( 20,929 ) ( 42,249 ) - - - - - - - - - - ( 1,922 ) 34,666 ( 1,922 ) 34,666 - 7,999 ($ 22,851 )$ 416 |
Unit: NTD thousands Treasurystock Total equity $ - $ 3,687,550 - - - - - ( 90,187 ) - 304,498 - 17,881 - 322,379 30,790 36,561 30,790 ) ( 30,790 ) - ( 16,635 ) - 3,908,878 - - - - - ( 225,467 ) - 18,945 - 724,850 - 30,690 - 755,540 - - $ - $ 4,457,896 |
Unit: NTD thousands Treasurystock Total equity $ - $ 3,687,550 - - - - - ( 90,187 ) - 304,498 - 17,881 - 322,379 30,790 36,561 30,790 ) ( 30,790 ) - ( 16,635 ) - 3,908,878 - - - - - ( 225,467 ) - 18,945 - 724,850 - 30,690 - 755,540 - - $ - $ 4,457,896 |
Unit: NTD thousands Treasurystock Total equity $ - $ 3,687,550 - - - - - ( 90,187 ) - 304,498 - 17,881 - 322,379 30,790 36,561 30,790 ) ( 30,790 ) - ( 16,635 ) - 3,908,878 - - - - - ( 225,467 ) - 18,945 - 724,850 - 30,690 - 755,540 - - $ - $ 4,457,896 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences in Translating the Financial Statements of Foreign Operations ( $ 30,757 ) - - - - 9,828 9,828 - - - ( 20,929 ) - - - - - ( 1,922 ) ( 1,922 ) - ($ 22,851 ) |
|||||||||||||||
| Shares(Thousands) 300,621 - - - - - - - - - 300,621 - - - - - - - - 300,621 |
Statutoryreserves $ 168,403 17,679 - - - - - - - - 186,082 28,486 - - - - - - - $ 214,568 |
Special reserve $ 76,927 - 12,108 - - - - - - - 89,035 - 33,220 ) - - - - - - $ 55,815 |
|||||||||||||
( |
( |
( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( |
( |
( ( ( ( |
$ 3,687,550 - - 90,187 ) 304,498 17,881 322,379 36,561 30,790 ) 16,635 ) 3,908,878 - - 225,467 ) 18,945 724,850 30,690 755,540 - $ 4,457,896 |
The accompanying notes are an integral part of the parent-only financial statements.
Chairman: Lee, Biing-Jye
Manager: Will Chou
Accounting Supervisor: Li, Hsiao-Ping
30
TYNTEK Corporation
parent-only Statement of Cash Flows
For the Years Ended December 31, 2021 and 2020
Unit: NTD thousands
| Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Net income before tax of the current year A20010 Adjustments for: A20100 Depreciation expense A20200 Amortization expenses A20300 Expected credit impairment loss A20400 Net losses (gains) on financial assets at FVTPL A20900 Financial costs A21200 Interest income A21300 Dividend revenue A21900 Share-based compensation A22400 Share of profit or loss of subsidiaries and associates accounted for using equity method A23000 Gains on disposal of non-current assets held for sale A23200 Gains on disposal of investments accounted for using equity method A23700 Losses on inventory valuation and obsolescence losses A22500 Losses on disposal of property, plant and equipment A24100 Unrealized gains on foreign currency exchange A29900 Gains on lease modification A30000 Changes in operating assets and liabilities A31130 Note receivable A31150 Trade receivable A31180 Other receivables A31200 Inventories A31230 Prepayments A31240 Other current assets A32150 Accounts payable A32180 Other payables A32200 Provisions A32230 Other current liabilities A32240 Net defined benefit liability - non-current A33000 Cash from operations A33300 Interest paid A33500 Income tax refunded (paid) AAAA Net cash inflow from operating activities |
2021 $ 808,177 202,803 415 - 21,514 ) 18,619 4,543 ) 7,462 ) - 145,179 ) 379,527 ) - - 11 28,753 ) - 1,146 ) 245,221 ) 1,794 ) 101,382 ) 2,409 ) 20 107,573 75,321 1,379 4,784 11,407 ) 268,765 19,068 ) 38,440 ) 211,257 |
2020 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 343,178 198,341 815 6,420 123,203 ) 20,556 6,093 ) 10,027 ) 5,771 264,707 ) 614 ) 5,257 ) 14,250 3,930 21,214 ) 10 ) 3,978 64,686 ) 2,389 85,419 ) 1,687 ) 20 ) 71,262 3,931 668 19,643 876 ) 111,319 20,760 ) 13,225 103,784 |
(Continued on next page)
- 31 -
(Continued from previous page)
| Code Net cash flows of investing activities B00050 Disposal of financial assets at amortized cost B00020 Disposal of financial assets at FVTOCI B00100 Purchase of financial assets at fair value through profit or loss B00200 Disposal of financial assets at FVTPL B01900 Disposal of long-term investments in equity using equity method B02600 Proceeds from disposal of non-current assets held for sale B02700 Acquisition of property, plant, and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease in refundable deposits B04500 Acquisition of intangible assets B06500 Decrease (increase) in other financial assets B07100 Increase in prepayments for equipment B07500 Interest received B07600 Dividends received B09900 Other investing activities BBBB Net cash inflows from investing activities Cash flows from financing activities C00100 Increase in short-term borrowings C00200 Decrease in short-term borrowings C01600 Proceeds from long-term borrowings C01700 Repayments of long-term borrowings C03000 Increase in guarantee deposits received C04020 Repayment of the principal portion of leases C04500 Cash dividends distributed C04900 Cost of redemption of treasury stock C05000 Proceeds from disposal of treasury stock CCCC Net cash outflows from financing activities DDDD Effects of exchange rate changes on the balance of cash held in foreign currencies EEEE Increase (decrease) in cash and equivalents E00100 Balance of cash and cash equivalents at the beginning of the year E00200 Balance of cash and cash equivalents at the end of the year |
2021 $ 473,773 6,615 9,029 ) 112,081 - 600,161 55,031 ) 1,375 211 161 ) 3,791 148,852 ) 4,668 7,462 475 997,539 835,515 1,195,834 ) 518,917 762,046 ) 9,430 ) 3,186 ) 225,467 ) - - 841,531 ) 20,111 387,376 552,849 $ 940,225 |
2020 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( |
$ 81,302 - 41,468 ) 255,076 5,845 3,444 47,794 ) 10 62 92 ) 91 ) 61,183 ) 7,026 10,027 2,672 214,836 1,357,823 1,663,484 ) 128,500 79,260 ) 8,030 4,107 ) 90,187 ) 30,790 ) 30,790 342,685 ) 8,523 15,542 ) 568,391 $ 552,849 |
The accompanying notes are an integral part of the parent-only financial statements.
Chairman: Lee, Biing-Jye Manager: Will Chou Accounting Supervisor: Li, Hsiao-Ping
- 32 -
[Attachment 5]
TYNTEK Corporation
2021 Profit Distribution Table
| [Attachment 5] | [Attachment 5] | [Attachment 5] |
|---|---|---|
| TYNTEKCorporation | ||
| 2021 Profit Distribution Table | ||
| Unit: NTD$ Item Amount(Note 2) Undistributed earnings at the beginningof 2021 $ 245,288,287 Less: actuarialgains and losses accounted in retained earnings (2,054,379) Less: Disposal of equityinstruments measured at FVTOCI (7,998,651) Plus: reversal of special reserve appropriated as required bylaws 18,292,460 Undistributed earnings 253,527,717 Add: Net income after tax for 2021 $ 724,849,823 Distributable net profit $ 978,377,540 Less: 10% legal reserve (Note 2) (71,479,679) Less: Distributable items: (Note 2) Dividend to shareholders- cash (Note 3, 4) Dividend and bonus of the first half of fiscal year (Note 1) 0 Annualprofit to be distributed (300,622,252) Undistributed earnings at the end of 2021 $ 606,275,609 |
||
| Item | Amount(Note 2) | |
| Undistributed earnings at the beginningof 2021 | $ 245,288,287 | |
| Less: actuarialgains and losses accounted in retained earnings | (2,054,379) | |
| Less: Disposal of equityinstruments measured at FVTOCI | (7,998,651) | |
| Plus: reversal of special reserve appropriated as required bylaws | 18,292,460 | |
| Undistributed earnings | 253,527,717 | |
| Add: Net income after tax for 2021 | $ 724,849,823 | |
| Distributable net profit | $ 978,377,540 |
|
| Less: 10% legal reserve (Note 2) Less: Distributable items: (Note 2) Dividend to shareholders- cash (Note 3, 4) Dividend and bonus of the first half of fiscal year (Note 1) Annualprofit to be distributed |
(71,479,679) 0 (300,622,252) |
|
| Undistributed earnings at the end of 2021 | $ 606,275,609 |
|
| Note 1: The profit of the first half of 2021 was resolved by the Board of Directors not to be distributed on August 9, 2021. Note 2: Sequence and percentage or profit distribution: (1) 10% Appropriated as statutory reserves. (2) Appropriate shareholders' equity deducting special reserve. (3) Shareholders’ dividend and bonus distributed in cash shall not be lower than 10% of total shareholders dividend and bonus. Note 3: The profit for year 2021 is prioritized for distribution. This is resolved by the Board of Directors and reported in the AGM. Note 4: In case of buying back the Company’s shares, transferring or writing off treasury shares, converting convertible corporate bonds, exercising employee subscription warrants, or other reason, affects the numbers of outstanding shares, and thus the shareholder dividend yield is changed accordingly and revision is required, the Board of Directors has resolved to fully authorize the Chairman to handle. Note 5: The cash dividends are distributed pursuant to the percentage until 1 NDT, under NTD 1 is rounded-off. The total of frictions under NTD 1 will be adjustment to the total cash dividend distribution as the dismal number from large to small, and the account number from earlier to later. |
Chairman: Lee, Biing-Jye Manager: Will Chou
Accounting Officer: Li, Hsiao-Ping
- 33 -
[Attachment 6]
TYNTEK Corporation
Table of Amendments to the Corporate Governance Code of Conduct
| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| Article 10 (The Company shall attach importance to shareholders’ right to knowand prevent insider trading ) The Company shall attach importance to shareholders’ right to know and strictly comply with the relevant regulations on information disclosure, while disclosing to its shareholders the information on the Company's finance, business, insiders’ shareholdings, and corporate governance situation in a frequent and immediately manner through the MOPS or the Company's website. To protect shareholders’ rights and interests and provide equal treatment to each shareholder, the Company shall establish internal regulations to prevent insiders from trading securities against undisclosed information. The provision in the preceding paragraph is advised to include the measures to regulate the stock trading after Company's insiders have accessed the Company's financial statements or relevant business performance information, including (but not limited to) the regulations that directors shall not trade their shares during the closed period, i.e. 30 days before the announcement of the annual financial statements and 15 days before the announcement of the quarterly financial statements. |
Article 10 (The Company shall attach importance to shareholders’ right to know) The Company shall attach importance to shareholders’ right to know and strictly comply with the relevant regulations on information disclosure, while disclosing to its shareholders the information on the Company's finance, business, insiders’ shareholdings, and corporate governance situation in a frequent and immediately manner through the MOPS or the Company's website. To protect shareholders’ rights and interests and provide equal treatment to each shareholder, the Company shall establish internal regulations to prevent insiders from trading securities against undisclosed information. The provision in the preceding paragraph is advised to include the measures to regulate the stock trading after Company's insiders have accessed the Company's financial statements or relevant business performance information. |
The amendment is made to be aligned with the law. |
|
| Article 10-1 (Reporting on remuneration of directors at the annual general shareholders’ meeting) The Company is advised to report on the remuneration received by |
This provision is newly added. | This provision is added for alignment with the law. |
- 34 -
| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| directors at the annual general shareholders’meeting, including the remuneration policy, the content of individual directors’remuneration, and the correlation between the amount and performance evaluation results. |
|||
| Article 20 (Capabilities that the Board of Directors shall possess as a whole) The Board of Directors shall guide the Company’s strategy, supervise the management team, and be responsible to the Company and shareholders. The operations and arrangements of its corporate governance system shall ensure that the Board of Directors performs its duties in accordance with laws and regulations and the Company's Articles of Incorporation or the resolutions adopted by the shareholders' meetings. The Board of Directors shall be structured based on the Company’s scale of operations and development and major shareholders' shareholdings.There shall be five directors or more on the Board depending on the Company's practical operational needs. Board members shall be diversified in a manner that supports the Company's operations, business activities, and growth requirements, provided that the number of directors who concurrently hold managerial positions do not exceed one-third of the board. An appropriate diversity policy shall be devised based on its own operations, business model, and development needs, which is advised to include but not limited to the following two principles: I. Basic criteria and values: Gender, age, nationality, and cultural backgrounds. The ratio of female |
Article 20 (Capabilities that the Board of Directors shall possess as a whole) The Board of Directors shall guide the Company’s strategy, supervise the management team, and be responsible to the Company and shareholders. The operations and arrangements of its corporate governance system shall ensure that the Board of Directors performs its duties in accordance with laws and regulations and the Company's Articles of Incorporation or the resolutions adopted by the shareholders' meetings. The Board of Directors shall be structured based on the Company’s scale of operations and development and major shareholders' shareholdings.There shall be five directors or more on the Board depending on the Company's practical operational needs. Board members shall be diversified in a manner that supports the Company's operations, business activities, and growth requirements, provided that the number of directors who concurrently hold managerial positions do not exceed one-third of the board. An appropriate diversity policy shall be devised based on its own operations, business model, and development needs, which is advised to include but not limited to the following two principles: I. Basic criteria and values: Gender, age, nationality, and cultural backgrounds. |
The amendment is made to be aligned with the law. |
- 35 -
| Amended Clause | Current Clause | Reason for Amendment |
||
|---|---|---|---|---|
| directors is advised to reach one-third of the total number of directors. The followingis omitted. |
The following is omitted. | |||
| Article 23 (The Company may appoint independent directors as per the Articles of Incorporation) The Company shall appoint two or more independent directors as per the Articles of Incorporation, and the number of independent directors is advisednot be less than one-third of the total number of directors, and independent directors are advised not serve for more than three consecutive terms. The followingis omitted. |
Article 23 (The Company may appoint independent directors as per the Articles of Incorporation) The Company shall appoint two or more independent directors as per the Articles of Incorporation, and the number of independent directors maynot be less than one-fifth of the total number of directors. |
The amendment is made to be aligned with the law. |
||
| Article 59 (Disclosure of corporate governance information) The Company shall set up asection on itswebsite dedicated to the disclosure of the corporate governance information below and update it constantly: I.Board of Directors: The Board members’profiles and their responsibilities, the Board diversity policy, and the implementation of the policy. II.Functional committees: Functional committee members’ profiles and their responsibilities. III.Corporate governance rules and regulations: The Company's Articles of Incorporation, the Regulations Governing Procedure for Board of Directors Meetings, and the charters of functional committees. IV.Important information on corporate governance: Information on the corporate governance officer. |
Article 59 (Disclosure of corporate governance information) The Company shall disclose the annual corporate governance information below in accordance with the relevant laws and regulations and Taiwan Stock Exchange’s regulations and update it constantly: I.Corporate governance structure and rules. II.The Company's shareholding structure and shareholders'equity (including a well-defined dividend policy). III.The Board structure and Board members’professionalism and independence. IV.The Board’s and managers’ responsibilities. V. The composition, responsibilities, and independence of the Audit Committee. VI. The composition, responsibilities, and operations of the Remuneration Committee and other functional committees. VII. Remuneration paid to directors (including independent directors), the President, and the Vice Presidents in the most recent year, |
The amendment is made to be aligned with the law. |
- 36 -
| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| analysis of the percentage of the total remuneration in the net income after tax in the parent company-only financial statements, the remuneration payment policy, standard, and combination, the procedures for determining remuneration, and the correlation between remuneration and business performance. In addition, in the event of individual special circumstances, individual directors’ remuneration shall be closed. VIII. Directors’and the Audit Committee members’(independent directors’) continuing education. IX. Stakeholders'rights, relations, complaints channels, issues of concern, and appropriate response mechanisms. X. The detailed information on disclosures as regulated by laws and regulations. XI. Discrepancies between the operations of corporate governance, the Company’s Corporate Governance Code of Conduct, and the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons therefor. XII. Other information on corporate governance. The Company is advised to take appropriate measures to disclose its specific plans and measures to improve corporate governance, depending on the implementation of corporate governance. |
|||
| Article 61 (Implementation) This Code shall come into force after being approved by the Board of Directors, and the same shall apply to any amendment thereto. This Code was formulated on November 6, 2014. The 1stamendment was made on March 20,2015. |
Article 61 (Implementation) This Code shall come into force after being approved by the Board of Directors, and the same shall apply to any amendment thereto. This Code was formulated on November 6, 2014. The 1stamendment was made on March 20,2015. |
The date of the 5thamendment is added. |
- 37 -
| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| The 2nd amendment was made on March 26, 2018 and took effect when the directors of the 12thBoard of Directors took office. The 3rdamendment was made on March 29, 2019. The 4thamendment was made on March 26, 2020. The 5thamendment was made on February 22, 2022. |
The 2nd amendment was made on March 26, 2018 and took effect when the directors of the 12thBoard of Directors took office. The 3rdamendment was made on March 29, 2019. The 4thamendment was made on March 26, 2020. |
- 38 -
[Attachment 7]
TYNTEK Corporation
Table of the Amendments to the Business Integrity Procedures and Behavioral Guidelines
| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| 7. Procedures for responding to receipt of improper benefits Where the Company’s personnel directly or indirectly provide or promise to give the benefits under Article 4, except for the circumstances specified under any subparagraphs in the preceding article, the following procedure shall be conducted: 7.1. Where the party who provides or promises such benefits has no personal interests involved with one’s work, one shall report it to their immediate supervisor within three days from the date of receipt and notify the Company's responsible unit if necessary. 7.2. Where the party who provides or promises such benefits has personal interests involved with one’s work, one shall return or reject such benefits and report to their immediate supervisor and notify the Company's responsible unit; where such benefits cannot be returned, one shall hand them over to the Company's responsible unit within three days from the date of receipt. The term "personal interests involved with one’s work" as mentioned in the preceding paragraph refers to any of the following circumstances: (I) Those who engage in business transactions, are responsible for giving instructions or |
7. Procedures for responding to receipt of improper benefits Where the Company’s personnel directly or indirectly provide or promise to give the benefits under Article 4, except for the circumstances specified under any subparagraphs in the preceding article, the following procedure shall be conducted: 7.1. Where the party who provides or promises such benefits has no personal interests involved with one’s work, one shall report it to their immediate supervisor within three days from the date of receipt and notify the Company's responsible unit if necessary. 7.2. Where the party who provides or promises such benefits has personal interests involved with one’s work, one shall return or reject such benefits and report to their immediate supervisor and notify the Company's responsible unit; where such benefits cannot be returned, one shall hand them over to the Company's responsible unit within three days from the date of receipt. The term "personal interests involved with one’s work" as mentioned in the preceding paragraph refers to any of the following circumstances: (I) Those who engage in business transactions, are responsible for giving instructions or |
The amendment is made as per the current situation. |
- 39 -
| Amended Clause | Current Clause | Reason for Amendment |
||
|---|---|---|---|---|
| supervision, or provide subsidies or grants. (II) Those who are seeking or proceeding to or have entered into a contract, made transactions, or formed other contractual relationships. (III) Those who will be positively or adversely affected by any of the Company's business decisions or task execution or non-execution. The Company’s responsible unit shall suggest making a refund, making a payment for receipt, including them in the Company’s public property, or donating them to charity organizations, or making other appropriate suggestions as per the nature and value of the benefits in paragraph 1; implement the suggestion after reporting it to the convener of theBusiness Integrity Promotion Team for approval. |
supervision, or provide subsidies or grants. (II) Those who are seeking or proceeding to or have entered into a contract, made transactions, or formed other contractual relationships. (III) Those who will be positively or adversely affected by any of the Company's business decisions or task execution or non-execution. The Company’s responsible unit shall suggest making a refund, making a payment for receipt, including them in the Company’s public property, or donating them to charity organizations, or making other appropriate suggestions as per the nature and value of the benefits in paragraph 1; implement the suggestion after reporting it to theChief Executive Officer for approval. |
|||
| 17. Business integrity assessment before establishment of business relations 17.1. Before establishing business relations with another party, the Company shall first assess the legality and business integrity management policy of its agents, suppliers, clients, or other business partners and whether it has a record of unethical conduct to ensure fair and transparent business operations and that it will not demand, offer,or accept bribes. |
17. Business integrity assessment before establishment of business relations 17.1. Before establishing business relations with another party, the Company shall first assess the legality and business integrity management policy of its agents, suppliers, clients, or other business partners and whether ithas a record of unethical conduct to ensure fair and transparent business operations and that it will not demand, offer,or accept bribes. |
The amendment is made as per the current situation. |
- 40 -
| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| 17.2. When the Company conducts the assessment in the preceding paragraph, it may adopt appropriate audit procedures to examine its business partners with respect to the matters below to understand its business integrity: 17.2.1. The enterprise’s country, place of operation, organizational structure, business policy, and place of payment. 17.2.2. Whether the enterprise has formulated a business integrity policy and how it is implemented. 17.2.3. Whether the enterprise operates in a country with a high risk of corruption. 17.2.4. Whether the enterprise’s business is an industry with a high risk of bribery. 17.2.5. The enterprise's long-term operations and goodwill. 17.2.6. The enterprise's business partners’ opinions about it. 17.2.7. Whether the enterprise has a record of unethical conduct,such as |
17.2. When the Company conducts the assessment in the preceding paragraph, it may adopt appropriate audit procedures to examine its business partners with respect to the matters below to understand its business integrity: 17.2.1. The enterprise’s country, place of operation, organizational structure, business policy, and place of payment. 17.2.2. Whether the enterprise has formulated a business integrity policy and how it is implemented. 17.2.3. Whether the enterprise operates in a country with a high risk of corruption. 17.2.4. Whether the enterprise’s business is an industry with a high risk of bribery. 17.2.5. The enterprise's long-term operations and goodwill. 17.2.6. The enterprise's business partners’ opinions about it. 17.2.7. Whether the enterprisehas a record of unethical conduct,such as |
- 41 -
| Amended Clause | Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|---|
| 17.3. | bribery or illegal political donations. The enterprise shall fill in the Integrity and Confidentiality Commitment. If it refuses to sign or revises the commitment, each unit shall first submit a description to the leader of the Business Integrity Management Promotion Team and then it to the convener for review and approval. |
bribery or illegal political donations. |
|
| 20. Inclusion of the clause for business integrity in contracts When the Company signs a contract with another party, it shall obtain complete information on the other party's business integrity and incorporate the compliance with the Company's business integrity policy into the terms of the contract. The contract shall at least contain the matters below: 20.1. Where either party becomes aware of a breach of contract terms prohibiting the receipt of commissions, rebates, or other improper benefits, it shall immediately and truthfully inform the other party of the identity of such personnel, the method in which such personnel provide, promise, demand, or receive such benefits, the amount, and other improper benefits, while providing relevant evidence and cooperating with the otherparty' |
20. Inclusion of the clause for business integrity in contracts When the Company signs a contract with another party, it shall obtain complete information on the other party's business integrity and incorporate the compliance with the Company's business integrity policy into the terms of the contract. The contract shall at least contain the matters below: 20.1. Where either party becomes aware of a breach of contract terms prohibiting the receipt of commissions, rebates, or other improper benefits, it shall immediately and truthfully inform the other party of the identity of such personnel, the method in which such personnel provide, promise, demand, or receive such benefits, the amount, and other improper benefits, while providing relevant evidence and cooperating with the otherparty' |
The amendment is made as per the current situation. |
- 42 -
| Amended Clause | Amended Clause | Current Clause | Reason for Amendment |
||
|---|---|---|---|---|---|
| 20.2. 20.3. 20.4. |
investigations. Where either party suffers losses due to such conduct,it may claim damages from the other party as per the contract terms and may deduct a corresponding amount from the contract price to be paid. Where either party is involved in unethical conduct in business activities, the other party may terminate or rescind the contract unconditionally at any time. Clear and reasonable payment terms, including payment location, method, and relevant tax regulations to be complied with, shall be specified. Except for contracts that cannot be revised, such as standardized, government, or academic collaboration contracts, the aforementioned provisions shall apply. |
20.2. 20.3. |
investigations. Where either party suffers losses due to such conduct, it shallimpose a penalty of NT$1.5 million or 3% of the total transaction amount with TYNTEK in the prior year, whichever is higher, may deduct a corresponding amount from the contract price to be paid. Where either party is involved in unethical conduct in business activities, the other party may terminate or rescind the contract unconditionally at any time. Clear and reasonable payment terms, including payment location, method, and relevant tax regulations to be complied with, shall be specified. |
||
| 24. Implementation date These Procedures and Guidelines were formulated on March 20, 2015. The 1stamendment was made on March 26, 2018 and took effect when the directors of the 12thBoard of Directors took office. The 2ndamendment was made on August 8, 2019. The 3rdamendment was made on March 26, 2020. The 4thamendment was made on May 12, 2021. |
24. Implementation date These Procedures and Guidelines were formulated on March 20, 2015. The 1stamendment was made on March 26, 2018 and took effect when the directors of the 12thBoard of Directors took office. The 2ndamendment was made on August 8, 2019. The 3rdamendment was made on March 26, 2020. |
The data of the 4th amendment is added. |
- 43 -
[Attachment 8]
TYNTEK Corporation
Table of Amendments to the Articles of Incorporation
| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| Article 3: The Company is headquartered in the Hsinchu Science Park, R.O.C. (Taiwan) and may establish branch offices or factories at home and abroad when necessary, upon the resolution by the Board of Directors and with the competent authority’s approval. The external investment total amount made by the Company may exceed 40% of paid-in capital and may also provide guarantee to the external based on the business needs. |
Article 3: The Company is headquartered in the Hsinchu ScienceIndustrial Park, R.O.C. (Taiwan) and may establish branch offices or factories at home and abroad when necessary, upon the resolution by the Board of Directors and with the competent authority’s approval. The external investment total amount made by the Company may exceed 40% of paid-in capital and may also provide guarantee to the external based on the business needs. |
The amendment is made as per the current situation. |
|
| Article 8-1: When the Company convenes a shareholders’ meeting,it may hold a meeting by video or in other methods announced by the central competent authority and shall adopt shareholders’exercise of voting rights by electronic means, and the Company may adopt exercise of voting rights by correspondence or electronic means. When the Company adopts the exercise of voting rights by correspondence or electronic means, the method of exercise shall be specified in the shareholders meetingnotice. |
Article 8-1: When the Company convenes a shareholders’ meeting, it shall adopt shareholders’ exercise of voting rights by electronic means, and the Company may adopt exercise of voting rights by correspondence or electronic means. When the Company adopts the exercise of voting rights by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. |
The amendment is made as per the amended Company Act. |
|
| Article 18-1: When the Company has a net profit in the current period as per the annual financial statements, all taxes shall bepaid |
Article 18-1: When the Company has a net profit in the current period as per thesemi-annual financial statements,all taxes shall bepaid |
The amendment is made as per the operational needs. |
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| Amended Clause | Current Clause | Reason for Amendment |
||
|---|---|---|---|---|
| according to the laws and accumulated losses (including adjustment to undistributed earnings amount) shall also be covered first,and 10% of the remaining balance shall be appropriated as the legal reserve unless the legal reserve has reached the amount of paid-in capital of the Company. For the remaining amount, special reserve shall then be appropriated or reversed according to the laws or regulations of the competent authority. Subsequently,if there is still remaining amount,such remaining amount and the undistributed earnings (including adjustment to undistributed earnings amount) in thebeginning of the period may be combined as the basis for the Board of Directors to make a proposal for earnings distribution. When the distribution method is to be made in the form of new shares, such proposal shall be submitted to the shareholders’ meeting for resolution on the distribution thereof. The Company adopts a dividend policy that allows the board of directors to propose dividends after taking into consideration the Company's future capital requirements, long-term financial plans, and shareholders' needs for cash inflow. Profit sharing to shareholders canbe paidincashor |
according to the laws and accumulated losses (including adjustment to undistributed earnings amount) shall also be covered first; then, anestimated amount shall be reserved foremployees’ remuneration ; 10% of the remaining balance shall be appropriated as the legal reserve unless the legal reserve has reached the amount of paid-in capital of the Company. Then, a special reserve shall be appropriated or reversed according to the laws or regulations of the competent authority. Subsequently, the remaining amount and the undistributed earnings (including adjustment to undistributed earnings amount) in thefirst half of the year may be combined as the basis for the Board of Directors to make a proposal for earnings distributionor loss reimbursement .When the distribution method is to be made in the form of new shares, such proposal shall be submitted to the shareholders’ meeting for resolution on the distribution thereof. The Company adopts a dividend policy that allows the board of directors to propose dividends after taking into consideration the Company's future capital requirements, long-term financial plans, and shareholders' needs for cash inflow. Profit sharing to shareholders canbe paidincashor |
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| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| shares, provided that the cash portion does not amount to less than 10% of total profit sharing. Any cash distribution of dividend, profit, legal reserve or capital reserve, whether in whole or in part, must be resolved in a board meeting with more than two-thirds of the board present, voted in favor by more than half of attending directors, and reported in the upcomingshareholder meeting. |
shares, provided that the cash portion does not amount to less than 10% of total profit sharing. Any cash distribution of dividend, profit, legal reserve or capital reserve, whether in whole or in part, must be resolved in a board meeting with more than two-thirds of the board present, voted in favor by more than half of attending directors, and reported in the upcomingshareholder meeting. |
|
| Article 20: These Articles of Incorporation were formulated on March 7, 1987. The first amendment was made on March 18, 1988. The second amendment was made on July 28, 1988. The third amendment was made on August 27, 1988. The fourth amendment was made on September 7, 1988. The fifth amendment was made on April 18, 1989. The sixth amendment was made on August 8, 1990 The seventh amendment was made on April 17, 1993. The eighth amendment was made on June 17, 1995. The ninth amendment was made on May 25, 1996. The tenth amendment was made on May 24, 1997. The eleventh amendment was made on October 30,1998. |
Article 20: These Articles of Incorporation were formulated on March 7, 1987. The first amendment was made on March 18, 1988. The second amendment was made on July 28, 1988. The third amendment was made on August 27, 1988. The fourth amendment was made on September 7, 1988. The fifth amendment was made on April 18, 1989. The sixth amendment was made on August 8, 1990 The seventh amendment was made on April 17, 1993. The eighth amendment was made on June 17, 1995. The ninth amendment was made on May 25, 1996. The tenth amendment was made on May 24, 1997. The eleventh amendment was made on October 30,1998. |
The date of the thirty-fourth amendment is added. |
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| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| The twelfth amendment was made on June 16, 1999. The thirteenth amendment was made on June 13, 2000. The fourteenth amendment was made on June 13, 2000. The fifteenth amendment was made on June 13, 2000. The sixteenth amendment was made on June 8, 2001. The seventeenth amendment was made on June 17, 2002. The eighteenth amendment was made on May 21, 2003. The nineteenth amendment was made on May 18, 2004. The twentieth amendment was made on June 1, 2006. The twenty first amendment was made on September 21, 2006. The twenty second amendment was made on June 13, 2008. The twenty third amendment was made on June 19, 2009. The twenty fourth amendment was made on June 15, 2010. The twenty fifth amendment was made on June 10, 2011. The twenty sixth amendment was made on June 12, 2012. The twenty seventh amendment was made on June 28, 2013. The twenty eighth amendment was made on June 23, 2014. The twenty ninth amendment was made on June 9, 2015. The thirtieth amendment was made |
The twelfth amendment was made on June 16, 1999. The thirteenth amendment was made on June 13, 2000. The fourteenth amendment was made on June 13, 2000. The fifteenth amendment was made on June 13, 2000. The sixteenth amendment was made on June 8, 2001. The seventeenth amendment was made on June 17, 2002. The eighteenth amendment was made on May 21, 2003. The nineteenth amendment was made on May 18, 2004. The twentieth amendment was made on June 1, 2006. The twenty first amendment was made on September 21, 2006. The twenty second amendment was made on June 13, 2008. The twenty third amendment was made on June 19, 2009. The twenty fourth amendment was made on June 15, 2010. The twenty fifth amendment was made on June 10, 2011. The twenty sixth amendment was made on June 12, 2012. The twenty seventh amendment was made on June 28, 2013. The twenty eighth amendment was made on June 23, 2014. The twenty ninth amendment was made on June 9, 2015. The thirtieth amendment was made |
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Amended Clause Current Clause Reason for Amendment on June 28, 2016. on June 28, 2016. The thirty first amendment was The thirty first amendment was made on June 13, 2017. made on June 13, 2017. The thirty second amendment was The thirty second amendment was made on June 14, 2018. made on June 14, 2018. The thirty third amendment was The thirty third amendment was made on June 24, 2019. made on June 24, 2019. The thirty-fourth amendment was made on June 8, 2022.
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TYNTEK Corporation Articles of Incorporation (Amended)
Chapter 1 General Rules
- Article 1: The Company shall be incorporated under the Company Act, and its name shall be TYNTEK CORPORATION.
Article 2 The scope of business of the Company shall be as follows:
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I. CC01080 Electronics Components Manufacturing.
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II. CC01060 Wired Communication Mechanical Equipment Manufacturing.
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III. CC01070 Wireless Communication Mechanical Equipment Manufacturing.
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IV. CC01020 Electric Wires and Cables Manufacturing.
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V. CD01030 Motor Vehicles and Parts Manufacturing.
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VI. I301010 Information Software Services.
VII. I501010 Product Designing.
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VIII. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
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IX. IG03010 Energy Technical Services. (Limited to business operation by branch offices outside the science park)
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Research, development, production, manufacturing and sale of the following products:
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(1) Gallium arsenide, infrared, light emitting diode, laser diode, phototransistor, photodiode, single crystal epitaxy and crystal grain.
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(2) Optoelectronic system, software/hardware of computers and peripheral equipment, electronic final products, semi-products, various wireless/wired telecommunication equipment and various wireless anti-burglary equipment. (Limited to business operation by branch offices outside the science park).
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(3) Radio transmitter, radio transceiver, radio receiver and other electrical machineries capable of generating radio radiant energy. (Limited to business operation by branch offices outside the science park)
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Export and import businesses of the aforementioned products.
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X. CC01040 Lighting Equipment Manufacturing. (Limited to business operation by branch offices outside the science park)
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XI. F119010 Wholesale of Electronic Materials. (Limited to business operation by branch offices outside the science park)
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XII. F219010 Retail Sale of Electronic Materials. (Limited to business operation by branch offices outside the science park)
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XIII. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. (Limited to business operation by
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branch offices outside the science park)
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Article 3: The Company is headquartered in the Hsinchu Science Park, R.O.C. (Taiwan) and may establish branch offices or factories at home and abroad when necessary, upon the resolution by the Board of Directors and with the competent authority’s approval. The external investment total amount made by the Company may exceed 40% of paid-in capital and may also provide guarantee to the external based on the business needs.
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Article 4: The public announcement method of the Company shall be handled in accordance with the provision of Article 28 of the Company Act.
Chapter 2 Shares
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Article 5: The total capital of the Company shall be NTD 700,000,000, divided into 70,000,000 shares, at a par value of NTD 10, and issued at discrete times. For the unissued shares, the Board of Directors is authorized to issue separately according to the resolutions reached and based on the actual needs.
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The Company may issue employee stock option certificates, and an amount of NTD 100,000,000 may be reserved from the total number of shares described in the preceding paragraph, which is divided into 10,000,000 shares as the shares for the issuance of the employee stock option certificates at discrete times.
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Article 6: The share certificates of the Company shall be in registered form, signed or sealed by at least three Directors, assigned with serial numbers, and shall be certified according to the laws before issuance of the share certificates. For the shares issued by the Company, the printing of share certificates may be exempted; however, they shall be registered with the Centralized Securities Depository Enterprises. Shareholders of the Company performing shareholder services of share transfer, reporting of loss, inheritance, gift and chop loss/change or address change, etc., unless the laws and securities regulations specify otherwise, shall be handled according to the “Regulations Governing the Administration of Shareholder Services of Public Companies”.
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Article 7: Any change and transfer registration of shares shall be prohibited within sixty days prior to the ordinary shareholders’ meeting, thirty days prior to the extraordinary shareholders’ meeting, or five days prior to the record date for the distribution of dividends and bonuses or other interests by the Company.
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Article 7-1: Where the shares repurchased by the Company according to the laws are transferred to employees at a price lower than the average price of the shares actually repurchased by the Company, and where employee stock option certificates are issued at a price lower than the Company’s common share price closed on the date of issuance, such issuance shall only be made based on the
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consents of attending shareholders representing more than two-thirds of the total voting rights in a shareholders’ meeting attended by shareholders representing a majority of the total number of issued shares.
Chapter 3 Shareholders’ Meeting
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Article 8: The shareholder’s meetings are classified into ordinary shareholders’ meetings and extraordinary shareholders’ meetings. An ordinary shareholders’ meeting is held annually and shall be convened within six months after the end of each fiscal year according to the laws, and the Broad of Directors shall issue notice to all shareholders thirty days prior to the meeting. An extraordinary meeting may be held whenever necessary according to the laws, and all shareholders shall be informed fifteen days prior to the meeting.
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Article 8-1: When the Company convenes a shareholders’ meeting, it may hold a meeting by video or in other methods announced by the central competent authority and shall adopt shareholders’ exercise of voting rights by electronic means, and the Company may adopt exercise of voting rights by correspondence or electronic means. When the Company adopts the exercise of voting rights by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice.
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Article 9: Where a shareholder for any reasons cannot attend a shareholders’ meeting in person, he/she/it may appoint a proxy to attend the shareholders' meeting on his/her/its behalf by sealing and executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. The regulations for authorizing proxies to attend meetings on behalf of shareholders shall comply with the regulations of the Company Act and shall also be handled accordingly to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” announced by the competent authority. Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy shall be distributed to each shareholder within twenty days after the conclusion of the meeting. The preparation and distribution of the meeting minutes may be made via the public announcement method. The minutes of the shareholders' meeting shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The meeting minutes shall be kept persistently throughout the life of the Company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept for a minimum period of at least one year.
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However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 9-1: Each shareholder of the Company shall have one voting right for each share in
his/her/its possession, except where the shares are considered to have no voting right under circumstances described in Article 179 of the Company Act.
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Article 10: Unless the Company Act specifies otherwise, the Chairman of the Board shall be the chair of shareholders’ meetings. In case where the Chairman is on leave or cannot exercise his/her power and authority for any cause, the Chairman may appoint a Director to act as a proxy thereof; where the Chairman fails to appoint a proxy, the Directors shall elect one Director from among themselves to act as the proxy thereof. Shareholders’ meetings shall be handled in accordance with the provisions of the Rules of Procedure for Shareholders’ Meeting of the Company.
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Article 11: Unless otherwise specified in the Company Act, any resolution at a shareholders’ meeting shall be adopted by a majority of the shareholders presented, who representing more than half of the total number of the company’s outstanding shares, and shall be executed based on the majority of the voting rights of attending shareholders.
Chapter 4 Directors
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Article 12: The Company shall have seven to eleven Directors. The election of Directors shall adopt the candidate’s nomination system, and the Director shall be elected by the shareholders' meeting from among the persons with disposing capacity, with the term of office of three years, and shall be eligible for re-elections. The Company may obtain Directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.The total number of registered shares of the Company held by all of the Directors shall be established according to the standard specified in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” announced by the Financial Supervisory Commission, R.O.C.
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Article 12-1: In the roster of Directors described in the preceding paragraph, the number of Independent Directors of the Company shall not be less than three and shall not be less than one fifth of the total number of Directors. Relevant matters of the professional qualification, concurrent job position limitation, determination of independence, nomination and election methods of the Independent Director as well as other necessary requirements shall comply with relevant regulations specified by the securities competent authority.
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Independent Directors and non-independent Directors shall be elected at the same time but on separate ballots.
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Article 12-2: The Company establishes an Audit Committee since the twelfth term of Board of Directors. For the Audit Committee established in accordance with Article 14-4 of the Securities and Exchange Act, and the Audit Committee shall be formed by all of the Independent Directors. The Audit Committee or members of the Audit Committee shall be responsible for the execution of the authorities of Supervisors in accordance with the provisions of the Company Act, Securities and Exchange Act and other laws and regulations.
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Article 13: The Board of Directors shall be formed by Directors. A Chairman of the Board shall be elected from among the Directors during a Board of Directors’ meeting attended by more than two-thirds of the Directors and with the consents of more than half of all attending Directors. In addition, a Vice Chairman may also be elected from among the Directors.
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Article 14: The Chairman of the Board shall internally preside the shareholders' meeting and the Board of Directors’ meeting as the chair; and shall externally represent the Company. In case where the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, the Vice Chairman shall act as a proxy thereof. In case where the Vice Chairman is also on leave or absent or unable to exercise his/her power and authority for any cause, the Chairman shall designate one of the Directors to act as a proxy thereof. In the absence of such designation, the Directors shall elect from among themselves to act as proxy thereof.
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In case a meeting of the Board of Directors is proceeded via visual communication network, then the Directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
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During the convention of a Board of Director’s meeting, the Directors shall attend the meeting in person. In case where a Director for any reasons cannot attend the Board of Directors’ Meeting in person, he/she may issue a power of attorney, indicating the scope of authorization, in order to appoint another Director to attend the meeting as a proxy thereof.
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Unless otherwise specified in the Company Act, resolutions of Board of Directors shall be executed based on the attendance of a majority of the Directors and the consents of more than half of the attending Directors.
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Article 14-1: The Board of Directors’ meeting of the Company shall be convened depending upon the situation, and extraordinary Board of Directors’ meeting may be convened whenever necessary. With regard to the power and authority of the Board of Directors, in addition to compliance with the provisions of the Company Act, for the following matters, the resolution approval of the Board of Directors’ meeting shall be obtained before the execution thereof. (I) Proposal for amendment of the Articles of Incorporation of the Company.
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(II) Approval of annual budget and review of annual settlement, including the review and supervision of annual business plan.
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(III) Review of operation objectives and medium/long term development plan.
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(IV) Review of capital increase/decrease plan.
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(V) Review of earnings distribution proposal of proposal for covering losses.
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(VI) Approval for the Company’s re-investment in other enterprises or transfer of shares.
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(VII) Proposal and resolution on the transfer, sale, lease, pledge, mortgage or other methods of disposition on all or important parts of the Company's operating properties.
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(VIII) Approval for the application of financing, guarantee, acceptance and other loaning of the Company from a financial institution or a third party at an amount above NTD 100,000,000 (exclusive); provided that for an amount less than NTD 100,000,000, such case shall be reported in the latest session of Board of Directors’ meeting for recordation after the execution of such case; provided that for renewal of contract of original amount, such restriction shall not be applied.
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(IX) Review and decision on major organization restructuring and significant business change.
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(X) Approval for major capital expenditures.
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(XI) Appointment and discharge of an attesting CPA for the Company.
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(XII) Appointment and discharge of managerial officers.
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(XIII) Approval for major contractors or other material events.
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(XIV) Execution of resolutions of shareholders’ meetings.
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(XV) Convention of shareholders’ meetings and business report.
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(XVI) Other matters required to be handled in accordance with the laws.
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Article 14-2: The calling of the Board of Directors shall be handled in accordance with the provisions prescribed in Article 204 of the Company Act. For the aforementioned calling of Board of Directors, notices may be made in writing, facsimile or e-mail method,
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Article 15: Remuneration of Directors shall be paid regardless of whether the Company is operating at a profit or loss, and the amount of the remuneration shall be determined by the Board of Directors through resolution based on the common level adopted in the same industry.
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Chapter 5 Managerial Officers
Article 16: The Company may have President and several Vice Presidents and Assistant Vice Presidents; the appointment, discharge and the remuneration thereof shall be handled according to Article 29 of the Company Act.
Chapter 6 Accounting
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Article 17: The fiscal year of the Company shall start from January 1 to December 31 of each year. At the close of each fiscal year, the Board of Directors shall prepare the following report and statements for submission to the ordinary shareholders’ meeting for ratification: (1) Business report, (2) Financial statements and (3) Proposal for distribution of surplus earnings or covering losses.
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Article 18: For the current profit before tax for a fiscal year of the Company before deduction of the remuneration of employees and the remuneration of Directors, an amount equivalent to 5% to 15% of such profit before tax shall be appropriated as the remuneration of employees and an amount not greater than 5% of such profit before tax shall be appropriated as the remuneration of the Directors. However, if the Company still has accumulated losses (including adjustment of undistributed earnings amount), an amount shall be reserved for making up the accumulated loss first.
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The remuneration of employees described in the preceding paragraph may be issued in the form of shares or cash, and the subjects for receiving the shares or cash may include employees of parents of subsidiaries of the Company meeting specific requirements. The remuneration of directors shall be made in cash only. The preceding two paragraphs shall be executed according to the resolution of Board of Directors’ meeting, and shall be reported to the shareholders’ meeting.
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Article 18-1: When the Company has a net profit in the current period as per the annual financial statements, all taxes shall be paid according to the laws and accumulated losses (including adjustment to undistributed earnings amount) shall also be covered first, and 10% of the remaining balance shall be appropriated as the legal reserve unless the legal reserve has reached the amount of paid-in capital of the Company. For the remaining amount, special reserve shall then be appropriated or reversed according to the laws or regulations of the competent authority. Subsequently, if there is still remaining amount, such remaining amount and the undistributed earnings (including adjustment to undistributed earnings amount) in the beginning of the period may be combined as the basis for the Board of Directors to make a proposal for earnings distribution. When the distribution method is to be made in the form of new shares, such proposal shall be submitted to the shareholders’ meeting for resolution on the distribution thereof.
The Company adopts a dividend policy that allows the board of directors to
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propose dividends after taking into consideration the Company's future capital requirements, long-term financial plans, and shareholders' needs for cash inflow. Profit sharing to shareholders can be paid in cash or shares, provided that the cash portion does not amount to less than 10% of total profit sharing. Any cash distribution of dividend, profit, legal reserve or capital reserve, whether in whole or in part, must be resolved in a board meeting with more than two-thirds of the board present, voted in favor by more than half of attending directors, and reported in the upcoming shareholder meeting.
Chapter 7 Supplemental Provisions
Article 19: Any matters not specified in these Articles of Incorporation shall be handled in accordance with the Company Act and relevant laws and regulations.
Article 20: These Articles of Incorporation were enacted on March 7, 1987. The first amendment was made on March 18, 1988. The second amendment was made on July 28, 1988. The third amendment was made on August 27, 1988. The fourth amendment was made on September 7, 1988. The fifth amendment was made on April 18, 1989. The sixth amendment was made on August 8, 1990 The seventh amendment was made on April 17, 1993. The eighth amendment was made on June 17, 1995. The ninth amendment was made on May 25, 1996. The tenth amendment was made on May 24, 1997. The eleventh amendment was made on October 30, 1998. The twelfth amendment was made on June 16, 1999. The thirteenth amendment was made on June 13, 2000. The fourteenth amendment was made on June 13, 2000. The fifteenth amendment was made on June 13, 2000. The sixteenth amendment was made on June 8, 2001. The seventeenth amendment was made on June 17, 2002. The eighteenth amendment was made on May 21, 2003. The nineteenth amendment was made on May 18, 2004. The twentieth amendment was made on June 1, 2006. The twenty first amendment was made on September 21, 2006. The twenty second amendment was made on June 13, 2008. The twenty third amendment was made on June 19, 2009. The twenty fourth amendment was made on June 15, 2010. The twenty fifth amendment was made on June 10, 2011.
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The twenty sixth amendment was made on June 12, 2012. The twenty seventh amendment was made on June 28, 2013. The twenty eighth amendment was made on June 23, 2014. The twenty ninth amendment was made on June 9, 2015. The thirtieth amendment was made on June 28, 2016. The thirty first amendment was made on June 13, 2017. The thirty second amendment was made on June 14, 2018. The thirty third amendment was made on June 24, 2019. - The thirty fourth amendment was made on June 8, 2022.
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[Attachment 9]
TYNTEK Corporation
Table of Amendments to the Asset Acquisition and Disposal Procedures
| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| Chapter 1 General Rules III. Assessment Procedures: (I) When the Company acquires or disposes of long-term and short-term securities investments or engages in derivatives trading, the Accounting Department shall analyze the relevant profits and assess the potential risks. As for the acquisition or disposal of real property or other assets or right-to-use assets thereof, each of the Company’s unit shall draw up a capital expenditure plan in advance and perform a feasibility assessment of the purpose of acquisition or disposal and expected benefits. In the case of acquisition of real property or the right-to-use assets thereof from a related party, the Company shall assess the reasonableness of the transaction terms under Chapter 2 of these Procedures. (II) In the case of acquisition or disposal of securities, the Company shall obtain such companies’ most recent financial statements audited or reviewed by a certified public accountant (CPA) or other relevant information before the date of the acquisition or disposal, as a reference for evaluating the transaction prices. In the case of acquisition or disposal of securities not traded in the Taiwan Stock Exchange or Taipei Exchange, privately placed securities, or those other than intangible assets or right-of-use assets thereof or membership certificates with domestic government agencies, with the transaction amount reaching at least 20% of the Company’s |
Chapter 1 General Provisions III. Assessment Procedures: (I) When the Company acquires or disposes of long-term and short-term securities investments or engages in derivatives trading, the Accounting Department shall analyze the relevant profits and assess the potential risks. As for the acquisition or disposal of real property or other assets or right-to-use assets thereof, each of the Company’s unit shall draw up a capital expenditure plan in advance and perform a feasibility assessment of the purpose of acquisition or disposal and expected benefits. In the case of acquisition of real property or the right-to-use assets thereof from a related party, the Company shall assess the reasonableness of the transaction terms under Chapter 2 of these Procedures. (II) In the case of acquisition or disposal of securities, the Company shall obtain such companies’ most recent financial statements audited or reviewed by a certified public accountant (CPA) or other relevant information before the date of the acquisition or disposal, as a reference for evaluating the transaction prices. In the case of acquisition or disposal of securities not traded in the Taiwan Stock Exchange or Taipei Exchange, privately placed securities, or those other than intangible assets or right-of-use assets thereof or membership certificates with domestic government agencies, with the transaction amount reaching at least 20% of the Company’s |
The amendment is made to be aligned with the law. |
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| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| paid-in capital or at least NT$300 million, the Company shall request a CPA to issue an opinion on the reasonableness of the transaction price before the date of the acquisition or disposal. However, this does not apply if the securities are publicly quoted in an active market or otherwise stipulated by the Financial Supervisory Commission (FSC). Said transaction amount shall be calculated as per the provisions under Article 5, paragraph 1, subparagraph 6, and the term “within the preceding year” refers to the year preceding the date of the current transaction. The portions on which appraisal reports issued by professional appraisers as per the Procedures or about which CPAs have issued opinions need not be counted toward the transaction amount. The following is omitted. |
paid-in capital or at least NT$300 million, the Company shall request a CPA to issue an opinion on the reasonableness of the transaction price before the date of the acquisition or disposal.Where a CPA needs to adopt an expert’s report, they shall handle it in accordance with the Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (ARDF) .However, this does not apply if the securities are publicly quoted in an active market or otherwise stipulated by the Financial Supervisory Commission (FSC). Said transaction amount shall be calculated as per the provisions under Article 5, paragraph 1, subparagraph 6, and the term “within the preceding year” refers to the year preceding the date of the current transaction. The portions on which appraisal reports issued by professional appraisers as per the Procedures or about which CPAs have issued opinions need not be counted toward the transaction amount. |
||
| V. Announcement and declaration procedures: (I) Where the Company acquires or disposes of assets under the circumstances below, it shall, as per its nature, announce and declare the relevant information in alignment the format and content required by the competent authority on the website designated by the FSC within two days from the date of the acquisition or disposal. 1. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to |
V. Announcement and declaration procedures: (I) Where the Company acquires or disposes of assets under the circumstances below, it shall, as per its nature, announce and declare the relevant information in alignment the format and content required by the competent authority on the website designated by the FSC within two days from the date of the acquisition or disposal. 1. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to |
The amendment is made to be aligned with the law. |
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| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| a related party where the transaction amount reaches at least 20% of the Company’s paid-in capital, at least 10% of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Merger, demerger, acquisition, or transfer of shares. 3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out under Chapter 3, Article 14 of the Procedures. 4. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. 5. Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the transaction counterparty is not a related party, and the amount of the Company’s expected investment reaches NT$500 million or more. 6. For an asset transaction other than any of those referred to in the preceding five subparagraphs, including a disposal of receivables by a financial institution or an investment in the mainland China area, the amount of the transaction, the cumulative amount of the |
a related party where the transaction amount reaches at least 20% of the Company’s paid-in capital, at least 10% of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Merger, demerger, acquisition, or transfer of shares. 3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out under Chapter 3, Article 14 of the Procedures. 4. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. 5. Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the transaction counterparty is not a related party, and the amount of the Company’s expected investment reaches NT$500 million or more. 6. For an asset transaction other than any of those referred to in the preceding five subparagraphs, including a disposal of receivables by a financial institution or an investment in the mainland China area, the amount of the transaction, the cumulative amount of the |
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| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| acquisition or disposal of the same asset with the same counterparty within the preceding year, the cumulative amount of acquisition or disposal (acquisition and disposal amounts are accumulated separately) of the real property or the right-of-use assets thereof under the same development project within the preceding year, or the cumulative amount of acquisition or disposal of the same securities (acquisition and disposal amounts are accumulated separately) within the preceding year reaches at least 20% of Company's paid-in capital or NT$300 million or more. The term “within the preceding year” refers to the year preceding the date of the current transaction. The portions announced as per the Regulations Governing the Acquisition and Disposal of Assets by Public Companies need not be counted toward the transaction amount. This shall not apply to the following circumstances: (1) Trading of domestic government bonds or foreign government bonds with a credit rating not lower than our country's sovereign rating. (2) Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. The followingis omitted. |
acquisition or disposal of the same asset with the same counterparty within the preceding year, the cumulative amount of acquisition or disposal (acquisition and disposal amounts are accumulated separately) of the real property or the right-of-use assets thereof under the same development project within the preceding year, or the cumulative amount of acquisition or disposal of the same securities (acquisition and disposal amounts are accumulated separately) within the preceding year reaches at least 20% of Company's paid-in capital or NT$300 million or more. The term “within the preceding year” refers to the year preceding the date of the current transaction. The portions announced as per the Regulations Governing the Acquisition and Disposal of Assets by Public Companies need not be counted toward the transaction amount. This shall not apply to the following circumstances: (1) Trading of domestic government bonds. (2) Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. The following is omitted. |
|
| VI. Asset appraisal procedures: In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company, unless transactingwith a domestic |
VI. Asset appraisal procedures: In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company, unless transactingwith a domestic |
The amendment is made to be aligned with the law. |
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| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of the acquisition or disposal from a professional appraiser and shall further comply with the following provisions: However, where the Company acquires or disposes of assets through court auction procedures, the supporting documents issued by the court may replace the appraisal report or a CPA’s opinion. (I) Where due to special circumstances, it is necessary to adopt a limited price or specific price as a reference for the transaction price, the transaction shall be submitted to the Board of Directors for approval in advance; the same procedure shall also apply whenever there is any subsequent change to the terms and conditions of the transaction. (II) Where the transaction amount reaches NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (III) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to render a specific opinion |
government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of the acquisition or disposal from a professional appraiser and shall further comply with the following provisions: However, where the Company acquires or disposes of assets through court auction procedures, the supporting documents issued by the court may replace the appraisal report or a CPA’s opinion. (I) Where due to special circumstances, it is necessary to adopt a limited price or specific price as a reference for the transaction price, the transaction shall be submitted to the Board of Directors for approval in advance; the same procedure shall also apply whenever there is any subsequent change to the terms and conditions of the transaction. (II) Where the transaction amount reaches NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (III) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged toperform an appraisalin |
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| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| regarding the reason for the discrepancy and the appropriateness of the transaction price: 1. The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount. 2. The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. (IV) No more than three months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than six months have elapsed, an opinion may still be issued by the original professional appraiser. Said transaction amount shall be calculated as per the provisions under Article 5, paragraph 1, subparagraph 6, and the term “within the preceding year” refers to the year preceding the date of the current transaction. The portions on which appraisal reports issued by professional appraisers as per the Procedures or about which CPAs have issued opinions need not be counted toward the transaction amount. |
accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 1. The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount. 2. The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. (IV) No more than three months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than six months have elapsed, an opinion may still be issued by the original professional appraiser. Said transaction amount shall be calculated as per the provisions under Article 5, paragraph 1, subparagraph 6, and the term “within the preceding year” refers to the year preceding the date of the current transaction. The portions on which appraisal reports issued by professional appraisers as per the Procedures or about which CPAs have issued opinions need not be counted toward the transaction amount. |
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| VIII. Control over the acquisition or disposal of assets by subsidiaries: (I) The Company’s subsidiaries shall also formulate the Asset Acquisition and Disposal Procedures as per the provisions under the Letter Tai-Cai- Zheng-I Zi No. 0910006105 issued by the Securities and Futures Commission and submit them to |
VIII. Control over the acquisition or disposal of assets by subsidiaries: (I) The Company’s subsidiaries shall also formulate the Asset Acquisition and Disposal Procedures as per the provisions under the Letter Tai-Cai- Zheng-I Zi No. 0910006105 issued by the Securities and Futures Commission and submit them to |
The amendment is made as per the current operations. |
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| Amended Clause | Current Clause | Reason for Amendment |
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|---|---|---|---|---|
| their Audit Committee and/or the Board of Directors and/or shareholders’ meeting as per relevant rules for approval before implementing such procedures. (II) Where a subsidiary of the Company acquires or disposes of assets and fails to formulate said procedures stipulated in the preceding paragraph, it shall be handled in accordance with the relevant provisions of these Procedures. (III) The acquisition or disposal of assets by a subsidiary of the Company shall be handled in accordance with its Internal Control System and Asset Acquisition and Disposal Procedures, and the acquisition or disposal of assets in a single or cumulative transactions of the same nature in the last month in the amount of NT$10 million or more and the derivatives transactions as of the end of the prior month shall be reported to the Company in writing or by electronic means before the 5thof every month. The Company’s audit unit shall list the assets acquired or disposed of by subsidiaries as one of the audit items, and the audit results shall also be listed as a necessary audit item reported to the Board of Directors. (IV) If a subsidiary of the Company is not a publicly listed company, if the assets it acquired or disposed of meet the standard for announcement and declaration, it shall notify the Company within the day of the acquisition or disposal, and the Company will announce and declare it on the website designated as per the regulations. The amount of the Company’s paid-in capital or total assets shall prevail regarding the amount of paid-in capital or total assets under the standard for |
their Audit Committee and/or the Board of Directors and/or shareholders’ meeting as per relevant rules for approval before implementing such procedures. (II) The acquisition or disposal of assets by a subsidiary of the Company shall be handled in accordance with its Internal Control System and Asset Acquisition and Disposal Procedures, and the acquisition or disposal of assets in a single or cumulative transactions of the same nature in the last month in the amount of NT$10 million or more and the derivatives transactions as of the end of the prior month shall be reported to the Company in writing or by electronic means before the 5thof every month. The Company’s audit unit shall list the assets acquired or disposed of by subsidiaries as one of the audit items, and the audit results shall also be listed as a necessary audit item reported to the Board of Directors. (III) If a subsidiary of the Company is not a publicly listed company, if the assets it acquired or disposed of meet the standard for announcement and declaration, it shall notify the Company within the day of the acquisition or disposal, and the Company will announce and declare it on the website designated as per the regulations. The amount of the Company’s paid-in capital or total assets shall prevail regarding the amount of paid-in capital or total assets under the standard for announcement and declaration. |
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| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| announcement and declaration. | ||
| Chapter 2 Related-Party Transactions XI. Resolution procedures: (I) When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party, and the transaction amount reaches 20% or more of the Company’s paid-in capital, 10% or more of the Company’s total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds, bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the executive unit may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Audit Committee and then passed by the Board of Directors: 1. The purpose, necessity, and anticipated benefit of the acquisition or disposal of assets. 2. The reason for choosing the related party as a transaction counterparty. 3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Articles 12 and 13. 4. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationshipwith the Companyand |
Chapter 2 Related-Party Transactions XI. Resolution procedures: (I) When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party, and the transaction amount reaches 20% or more of the Company’s paid-in capital, 10% or more of the Company’s total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds, bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the executive unit may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Audit Committee and then passed by the Board of Directors: 1. The purpose, necessity, and anticipated benefit of the acquisition or disposal of assets. 2. The reason for choosing the related party as a transaction counterparty. 3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Articles 12 and 13. 4. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationshipwith the Companyand |
1.The current points (3)–(4) are revised to points (2)–(3). 2. The current point (2) is revised to point (5), and point (4) is added as per the amendment to the law, and point (5) is amended (the transactions approved by the shareholders’ meeting are included in the transaction amount to be calculated). |
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| Amended Clause | Current Clause | Reason for Amendment |
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|---|---|---|---|---|
| the related party. 5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and assessment of the necessity of the transaction and reasonableness of the funds utilization. 6. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. 7. Restrictive covenants and other important stipulations associated with the transaction. (II) With respect to the types of transactions listed below, when to be conducted between the Company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100% of their outstanding shares or total capital, the Company's Board of Directors may delegate the Chairman to decide such matters when the transaction amount is NT$30 million or less and have the decision subsequently submitted to and ratified by the soonest Board meeting: 1. Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 2. Acquisition or disposal of real property right-of-use assets held for business use. (III) Where an Audit Committee has been established in accordance with the Securities and Exchange Act, a transaction shall first be approved by a majority of the Audit Committee members and then submitted to the Board of Directors for a resolution, and the provisions under Article 27, paragraph 2 shall apply mutatis mutandis. (IV) Where the Company or its subsidiary that is not a domestic |
the related party. 5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and assessment of the necessity of the transaction and reasonableness of the funds utilization. 6. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. 7. Restrictive covenants and other important stipulations associated with the transaction. (II) Said transaction amount in the preceding paragraph shall be calculated as per the provisions under the provisions of Article 5, paragraph 1, subparagraph 6, and the term“within the preceding year” refers to the year preceding the date of the current transaction. The portions that have been approved by the Audit Committee and passed by the Board of Directors as per the Procedures need not be counted toward the transaction amount. (III) With respect to the types of transactions listed below, when to be conducted between the Company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100% of their outstanding shares or total capital, the Company's Board of Directors may delegate the Chairman to decide such matters when the transaction amount is NT$30 million or less and have the decision subsequently submitted to and ratified by the soonest Board meeting: 1. Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 2. Acquisition or disposal of real propertyright-of-use assets held for |
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| Amended Clause | Current Clause | Reason for Amendment |
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|---|---|---|---|---|
| publicly listed company engages in a transaction under paragraph 1 of this article, and the transaction amount reaches 10% or more of the Company's total assets, the Company shall submit the information listed in paragraph 1 of this article to the shareholders' meeting for approval before proceeding to enter into a transaction contract or make a payment. However, the transactions between the Company and its subsidiaries or between its subsidiaries are not subject to this provision. (V) Said transaction amount in paragraph 1 of this Article and the preceding paragraph shall be calculated as per the provisions under the provisions of Article 5, paragraph 1, subparagraph 6, and the term“within the preceding year” refers to the year preceding the date of the current transaction. The portions that have been approved by the Audit Committee and passed by the Board of Directors and the shareholders’meeting as per the Procedures need not be counted toward the transaction amount . |
business use. (IV) Where an Audit Committee has been established in accordance with the Securities and Exchange Act, a transaction shall first be approved by a majority of the Audit Committee members and then submitted to the Board of Directors for a resolution, and the provisions under Article 27, paragraph 2 shall apply mutatis mutandis. |
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| Chapter 3 Control of Derivatives Trading IV. Trading principles and guidelines: (I) Types of transactions: The types of derivatives in which the Company may engage include forward contracts, options, interest rate and foreign exchange swap, futures, or hybrid contracts combining the above contracts. It shall obtain the approval of the Board of Directors first before other commodities can be traded. (II) Operational or hedging strategy: The Company's trading of derivatives is for both hedgingand |
Chapter 3 Control of Derivatives Trading IV. Trading principles and guidelines: (I) Types of transactions: The types of derivatives in which the Company may engage include forward contracts, options, interest rate and foreign exchange swap, futures, or hybrid contracts combining the above contracts. It shall obtain the approval of the Board of Directors first before other commodities can be traded. (II) Operational or hedging strategy: The Company's trading of derivatives is for both hedgingand |
The amendment is made as per the operational needs. |
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| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| non-hedging purposes (that is, for the purpose of trading). The main purpose of this strategy shall be to avoid operational risks, and the trading commodities selected shall be mainly to avoid risks arising from foreign exchange income, expense, assets, or liabilities generated from the Company's business operations. In the case of changes in the objective environment, the Company may choose an appropriate time to engage in non-hedging derivatives trading with the aim of increasing its non-operating income or reducing its non-operating losses. In addition, the Company shall choose financial institutions with business dealings with the Company as transaction counterparties, if possible, to avoid credit risk. Before trading, it shall be clearly defined as hedging or non-hedging trading (for investment income), as the basis for accounting. (III) Trading amount: 1. Hedging trading: The maximum amount of hedging shall be subject to the net foreign exchange position of the combined assets and liabilities. 2. Non-hedging trading: The maximum amount of a single trading position shall not exceed USD 1 million. Before trading, traders shall submit an assessment report, which shall contain the analysis of foreign exchange market trends and suggestions about trading strategies and trade only after said report is approved. The maximum amount of each transaction shall be subject to the net foreign exchange position of the combined assets and liabilities. (IV) The maximum amount of losses for all and individual contracts |
non-hedging purposes (that is, for the purpose of trading). The main purpose of this strategy shall be to avoid operational risks, and the trading commodities selected shall be mainly to avoid risks arising from foreign exchange income, expense, assets, or liabilities generated from the Company's business operations. In the case of changes in the objective environment, the Company may choose an appropriate time to engage in non-hedging derivatives trading with the aim of increasing its non-operating income or reducing its non-operating losses. In addition, the Company shall choose financial institutions with business dealings with the Company as transaction counterparties, if possible, to avoid credit risk. Before trading, it shall be clearly defined as hedging or non-hedging trading (for investment income), as the basis for accounting. (III) Trading amount: 1. Hedging trading: The maximum amount of hedging shall be subject to the net foreign exchange position of the combined assets and liabilities(including the net foreign exchange position expected to be created in the next 12 months) . 2. Non-hedging trading: The maximum amount of a single trading position shall not exceed USD 1 million. Before trading, traders shall submit an assessment report, which shall contain the analysis of foreign exchange market trends and suggestions about trading strategies and trade only after said report is approved. 1. Hedging trading: The maximum amount of trading shall be subject to the net foreign exchange position of the combined assets and liabilities (including the net foreign exchange |
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| Amended Clause | Current Clause | Reason for Amendment |
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|---|---|---|---|---|
| 1. Hedging trading : After a position is established, a stop loss point shall be set to prevent excessive losses. The stop loss point set shall not exceed 10% of the trading contract amount,which applies to both individual contracts and all contracts. 2. Non-hedging trading: After a position is established, a stop loss point shall be set to prevent excessive losses. The stop loss point set shall not exceed 10% of the trading contract amount,which applies to both individual contracts and all contracts. (V) Division of responsibilities 1. Traders: The Company’s personnel to conduct derivatives trading, the candidates of whom are designated by the Chairman. They are responsible for the formulating trading strategies within the authorized scope, executing trading orders, disclosing future trading risks, and providing real-time information to relevant departments for reference. 2. Accountingunit :It is responsible for confirming transactions, accounting for such transactions and keeping records of them as per relevant regulations, regularly assessing the fair market value of the positions held, and providing the assessment results to the traders, and disclosing the relevant information on derivatives in the financial statements. 3. Financeunit :It is responsible for settling derivatives transactions. (VI) Performance evaluation guidelines 1. Hedging trading: The performance evaluation is conducted at least twice a month based on the Company's book value of exchange(interest)rate cost and |
position expected to be created in the next 12 months) . (IV) The maximum amount of losses for all and individual contracts 1. Hedging trading : After aposition is established, a stop loss point shall be set to prevent excessive losses. The stop loss point set shall not exceed 10% of the trading contract amount,and the total cumulative loss for a year shall not exceed USD 300,000 . 2. Non-hedging trading: After a position is established, a stop loss point shall be set to prevent excessive losses. The stop loss point set shall not exceed 10% of the trading contract amount,and the total cumulative loss for a year shall not exceed USD 300,000 . (V) Division of responsibilities 1. Traders: The Company’s personnel to conduct derivatives trading, the candidates of whom are designated by the Chairman. They are responsible for the formulating trading strategies within the authorized scope, executing trading orders, disclosing future trading risks, and providing real-time information to relevant departments for reference. 2. AccountingSection :It is responsible for confirming transactions, accounting for such transactions and keeping records of them as per relevant regulations, regularly assessing the fair market value of the positions held, and providing the assessment results to the traders, and disclosing the relevant information on derivatives in the financial statements. 3. FinanceSection :It is responsible for settling derivatives transactions. (VI) Performance evaluation guidelines |
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| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| the profit or loss on derivative trading, and the performance shall be presented to the management team for reference. 2. Trading for designated purposes: The performance evaluation is conducted at least once a week based on the profit or loss on such trading, and the performance shall be presented to the management team for reference. |
1. Hedging trading: The performance evaluation is conducted at least twice a month based on the Company's book value of exchange (interest) rate cost and the profit or loss on derivative trading, and the performance shall be presented to the management team for reference. 2. Trading for designated purposes: The performance evaluation is conducted at least once a week based on the profit or loss on such trading, and the performance shall be presented to the management team for reference. |
|
| XV. Risk management measures: The Company engages in derivatives trading, and the scope of risk management and the risk management measures to be adopted are as follows: (I) Credit risk: The trading counterparties selected shall, in principle, be financial institutions and futures brokers which can provide professional information, have good reputation, and are involved in business dealings with the Company. (II) Market risk: The potential losses arising from future market price fluctuations of derivatives are uncertain, so the stop loss pint set shall be strictly observed after a position is established. (III) Liquidity risk: To ensure the liquidity of trading commodities, trading institutions shall have adequate equipment, information, and trading capabilities and be able to conduct trading in any market. (IV) Operational risks: The authorized maximum amounts and operating procedures shall be strictly observed to avoid operational risks. (V)Legal risks: For anycontract |
XV. Risk management measures: The Company engages in derivatives trading, and the scope of risk management and the risk management measures to be adopted are as follows: (I) Credit risk: The trading counterparties selected shall, in principle, be financial institutions and futures brokers which can provide professional information, have good reputation, and are involved in business dealings with the Company. (II) Market risk: The potential losses arising from future market price fluctuations of derivatives are uncertain, so the stop loss pint set shall be strictly observed after a position is established. (III) Liquidity risk: To ensure the liquidity of trading commodities, trading institutions shall have adequate equipment, information, and trading capabilities and be able to conduct trading in any market. (IV) Operational risks: The authorized maximum amounts and operating procedures shall be strictly observed to avoid operational risks. (V)Legal risks: For anycontract |
The text is partially revised. |
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| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| documents signed with financial institutions, it is advised to adopt international standard documents to avoid legal risks. (VI) Commodity risk: Internal traders shall possess complete and correct professional knowledge about the derivatives traded to avoid losses caused by the misuse of derivatives . (VII) Cash settlement risk: Authorized traders shall strictly follow the rule of the authorized maximum amount and pay attention to the Company's cash flow to ensure that there is sufficient cash at the time of settlement. (VIII) Personnel engaged in trading may not serve concurrently in the operations of confirmation or settlement. (IX) Confirmation personnel shall regularly request statements or confirmations with the correspondent banks and check whether the total trading amount exceeds the maximum amount stipulated in these Procedures. (X) Risk measurement, monitoring, and control personnel shall be from a department that is different to that the personnel underArticle 14(V) are from and shall report to the Board of Directors or the senior management personnel who are not responsible for trading or deciding positions. (XI) The positions held shall be regularly assessed as per Article 14(VI), and an assessment report shall be sent to the senior management personnel authorized bythe Board of Director. |
documents signed with financial institutions, it is advised to adopt international standard documents to avoid legal risks. (VI) Commodity risk: Internal traders shall possess complete and correct professional knowledge about the derivatives traded to avoid losses caused by the misuse of derivatives . (VII) Cash settlement risk: Authorized traders shall strictly follow the rule of the authorized maximum amount and pay attention to the Company's cash flow to ensure that there is sufficient cash at the time of settlement. (VIII) Personnel engaged in trading may not serve concurrently in the operations of confirmation or settlement. (IX) Confirmation personnel shall regularly request statements or confirmations with the correspondent banks and check whether the total trading amount exceeds the maximum amount stipulated in these Procedures. (X) Risk measurement, monitoring, and control personnel shall be from a department that is different to that the personnel underpoint (I) are from and shall report to the Board of Directors or the senior management personnel who are not responsible for trading or deciding positions. (XI) The positions held shall be regularly assessed as per Article 14(VI), and an assessment report shall be sent to the senior management personnel authorized by the Board of Director. |
|
| XVII. Regular assessment methods and response to abnormalities: (I) The derivatives traded shall be regularly assessed, and the data on theprofit or loss of the month and |
XVII. Regular assessment methods and response to abnormalities: (I) The derivatives traded shall be regularly assessed, and the data on theprofit or loss of the month and |
It is deleted as the frequency of assessment has been defined under |
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| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| the non-hedging open positions shall be compiled and submitted to the Chairman or senior management personnel authorized by the Board of Directors as a reference for management performance evaluation and risk assessment. (II) The senior management personnel authorized by the Board of Directors shall pay attention to the monitoring and control of derivatives trading risks at all times and asses whether the performance of derivatives traded is aligned with the established business strategy and whether the risks borne by the Company are within its tolerance range. (III) The senior management personnel authorized by the Board of Directors shall manage derivatives trading as per the following principles: 1. Regularly assess whether the risk management measures in place are appropriate and are duly handled in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the Securities and Futures Commission and these Procedures. 2. Supervise trading and profit or loss thereon and take necessary countermeasures in the event of any abnormality while reporting to the Chairman or the Board of Directors immediately. Where independent directors have been appointed, the Board of Directors shall have independent directors attend relevant Board meetings to express their opinions. (IV) The Company shall have a log book in place for derivatives trading, in which details of the types and amounts of derivatives traded and the dates of approval bythe |
the non-hedging open positions shall be compiled and submitted to the Chairman or senior management personnel authorized by the Board of Directors as a reference for management performance evaluation and risk assessment. (II) The senior management personnel authorized by the Board of Directors shall pay attention to the monitoring and control of derivatives trading risks at all times and asses whether the performance of derivatives traded is aligned with the established business strategy and whether the risks borne by the Company are within its tolerance range. (III) The senior management personnel authorized by the Board of Directors shall manage derivatives trading as per the following principles: 1. Regularly assess whether the risk management measures in place are appropriate and are duly handled in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the Securities and Futures Commission and these Procedures. 2. Supervise trading and profit or loss thereon and take necessary countermeasures in the event of any abnormality while reporting to the Chairman or the Board of Directors immediately. Where independent directors have been appointed, the Board of Directors shall have independent directors attend relevant Board meetings to express their opinions. (IV) The Company shall have a log book in place for derivatives trading, in which details of the types and amounts of derivatives traded, the dates of approval bythe Board |
XIV. (VI). |
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| Amended Clause | Current Clause | Reason for Amendment |
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|---|---|---|---|---|
| Board of Directors shall be recorded. |
of Directors, andthe monthly assessment reports shall be recorded. |
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| 29. These Procedures were established on May 25, 1996. The 1stamendment was made on November 16, 1999. The 2ndamendment was made on December 15, 1999. The 3rdamendment was made on January 7, 2000. The 4thamendment was made on May 21, 2003. The 5thamendment was made on June 1, 2006. The 6thamendment was made on September 21, 2006. The 7thamendment was made on June 15, 2010. The 8thamendment was made on June 10, 2011. The 9thamendment was made on June 12, 2012. The 10thamendment was made on June 23, 2014. The 11thamendment was made on June 9, 2015. The 12thamendment was made on June 13, 2017. The 13thamendment was made on June 14, 2018. The 14thamendment was made on June 24, 2019. The 15thamendment was made on June 8, 2022 . |
29. These Procedures were established on May 25, 1996. The 1stamendment was made on November 16, 1999. The 2ndamendment was made on December 15, 1999. The 3rdamendment was made on January 7, 2000. The 4thamendment was made on May 21, 2003. The 5thamendment was made on June 1, 2006. The 6thamendment was made on September 21, 2006. The 7thamendment was made on June 15, 2010. The 8thamendment was made on June 10, 2011. The 9thamendment was made on June 12, 2012. The 10thamendment was made on June 23, 2014. The 11thamendment was made on June 9, 2015. The 12thamendment was made on June 13, 2017. The 13thamendment was made on June 14, 2018. The 14thamendment was made on June 24, 2019. |
The data of the 15thamendment is added. |
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[Attachment 10]
TYNTEK Corporation
Table of Amendments to the Endorsement and Guarantee Procedures
| Amended Clause | Current Clause | Reason for Amendment |
||
|---|---|---|---|---|
| IX. Seal storage and procedures I. The Company shall use its company seal registered with the Ministry of Economic Affairs as the dedicated seal for endorsements or guarantees.The seal shall be kept by a designated person and used to seal or issue negotiable instruments as per prescribed procedures. When the keeper of the seal is appointed, dismissed, or replaced, it shall be reported to the Board of Directors for approval. II. After any endorsement or guarantee is approved by the Board of Directors or the Chairman, the finance unit shall fill out the Application for Affixing of Seals and submit it together with the approval records and the endorsement/guarantee contract or negotiable instruments to be guaranteed to the head of the finance unit for approval before submitting such documents to the seal keeper to affix the seal. III. When the seal keeper affix the seal, they shall check whether there is a record of approval, whether the Application for Affixing of Seals has been approved by the head of the finance unit, and whether such documents to be affixed with the seal are consistent with those listed in the application before affixing the seal. After affixing the seal, the seal keeper shall record it in the seal register. IV. When making a guarantee for an overseas company, the Company shall have the letter of guarantee signed by aperson authorized by the Board of Directors. |
IX. Seal storage and procedures I. The Company shall use its company seal registered with the Ministry of Economic Affairs as the dedicated seal for endorsements or guarantees. The seal shall be kept by a person designated by the Chairman as authorized, and the same shall apply to any replacement. II. After any endorsement or guarantee is approved by the Board of Directors or the Chairman, the finance unit shall fill out the Application for Affixing of Seals and submit it together with the approval records and the endorsement/guarantee contract or negotiable instruments to be guaranteed to the head of the finance unit for approval before submitting such documents to the seal keeper to affix the seal. III. When the seal keeper affix the seal, they shall check whether there is a record of approval, whether the Application for Affixing of Seals has been approved by the head of the finance unit, and whether such documents to be affixed with the seal are consistent with those listed in the application before affixing the seal. After affixing the seal, the seal keeper shall record it in the seal register. IV. When making a guarantee for an overseas company, the Company shall have the letter of guarantee signedby theChairman or the President authorized by the Board of Directors. |
The amendment is made as required by law. |
||
| XX. Other matters | XX. Other matters | The date of the |
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| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| I. These Procedures shall be approved by the Audit Committee, passed by the Board of Directors, and submitted to and adopted by the shareholders' meeting before being implemented. The same shall apply to any amendment thereto. If a director expresses an objection on record or with a written statement, the Company shall submit such an opinion to the shareholders' meeting for discussion. II. These Procedures were established on May 25, 1996. The 1stamendment was made on May 21, 2003. The 2ndamendment was made on June 1, 2006. The 3rdamendment was made on June 13, 2008. The 4thamendment was made on June 19, 2009. The 5thamendment was made on June 10, 2011. The 6thamendment was made on June 28, 2013. The 7thamendment was made on June 9, 2015. The 8thamendment was made on June 14, 2018. The 9thamendment was made on June 24, 2019. The 10thamendment was made on June 8, 2022 . |
I. These Procedures shall be approved by the Audit Committee, passed by the Board of Directors, and submitted to and adopted by the shareholders' meeting before being implemented. The same shall apply to any amendment thereto. If a director expresses an objection on record or with a written statement, the Company shall submit such an opinion to the shareholders' meeting for discussion. II. These Procedures were established on May 25, 1996. The 1stamendment was made on May 21, 2003. The 2ndamendment was made on June 1, 2006. The 3rdamendment was made on June 13, 2008. The 4thamendment was made on June 19, 2009. The 5thamendment was made on June 10, 2011. The 6thamendment was made on June 28, 2013. The 7thamendment was made on June 9, 2015. The 8thamendment was made on June 14, 2018. The 9thamendment was made on June 24, 2019. |
10~~th~~amendment is added. |
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【 Appendix 1 】
Four.Appendices
TYNTEK Corporation
Rules of Procedure for Shareholders’ Meeting
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I. The rules of procedures for the Company's shareholders’ meetings, except as otherwise provided by laws, regulations, or the Articles of Incorporation, shall be as provided in these Rules.
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II. The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Shareholders and their proxies (collectively referred to as "shareholders") shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
Shareholders’ meetings shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
III. A shareholder shall be entitled to one vote for each share held; attendance and voting at shareholders’ meetings, except when the shares are deemed non-voting shares under Article 179 of the Company Act, shall be calculated based on numbers of shares. When the Company holds a shareholders’ meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.
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IV. The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent Directors with respect to the place and time of the meeting.
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V. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise his/her power and authority the Vice Chairman to act as a proxy thereof; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise his/her power and authority, the Chairman shall appoint one of the Managing Directors to act as chair, or, if there are no Managing Directors, one
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of the Directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the Managing Directors or the Directors shall select from among themselves one Director as a proxy thereof.
When a Managing Director or a Director serves as chair, as referred to in the preceding paragraph, the Managing Director or Director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall also be applicable to a representative of a juristic person Director that serves as chair.
Where a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. Where there are two or more such convening parties, they shall mutually select a chair from among themselves.
- VI. Attorneys, certified public accountants, or related persons retained by the Company may attend a shareholders’ meeting in a non-voting capacity.
The staff serving on the shareholders’ meeting shall wear identity certificates or arm-bands.
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VII. The Company, beginning from the time when it accepts shareholder attendance
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registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote counting procedures, and such recording shall be retained for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
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VIII. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If attending shareholders represent more than one-third but less than half of outstanding shares after two postponements, the attending shareholders may reach a tentative resolution according to Paragraph 1, Article 175 of the Company Act.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.
- IX. When a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting.
After a meeting is adjourned, shareholders shall not further elect a chair to continue the meeting at the original site or at another location. However, If the chair declares the meeting adjourned in violation of the rules of procedure, a new chair may be elected
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based on the agreement of a majority of the votes represented by the attending
shareholders in order to continue the meeting.
- X. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
- XI. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes.
If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
- XII. When a juristic person is appointed to attend a shareholders’ meeting as proxy, it shall designate only one person to represent it in the meeting.
When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
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XIII. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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XIV. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
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XV. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
The election of Directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting
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results shall be announced on-site immediately, including the names of those elected as Directors and the numbers of votes with which they are elected.
- XVI. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
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XVII. Except as otherwise provided in the Company Act and the Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
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When a proposal comes to a vote, if no shareholder voices an objection following an inquiry by the chair, the proposal will be deemed to be approved, and it shall have the same effect as that reached through voting.
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XVIII. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When anyone among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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IX. The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) assist to maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
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XX. These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.
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XXI. These Rules were approved and enacted on May 24, 1996. The first amendment was made on May 24, 1997. The second amendment was made on March 23, 1998. The third amendment was made on June 17, 2002. The fourth amendment was made on June 9, 2015. The fifth amendment was made on June 14, 2018. The sixth amendment was made on June 23, 2020.
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【 Appendix 2 】
TYNTEK Corporation Articles of Incorporation
Chapter 1 General Rules
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Article 1: The Company shall be incorporated under the Company Act, and its name shall be TYNTEK CORPORATION.
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Article 2 The scope of business of the Company shall be as follows:
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I. CC01080 Electronics Components Manufacturing.
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II. CC01060 Wired Communication Mechanical Equipment Manufacturing.
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III. CC01070 Wireless Communication Mechanical Equipment Manufacturing.
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IV. CC01020 Electric Wires and Cables Manufacturing.
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V. CD01030 Motor Vehicles and Parts Manufacturing.
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VI. I301010 Information Software Services.
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VII. I501010 Product Designing.
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VIII. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
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IX. IG03010 Energy Technical Services. (Limited to business operation by branch offices outside the science park)
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Research, development, production, manufacturing and sale of the following products:
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(1) Gallium arsenide, infrared, light emitting diode, laser diode, phototransistor, photodiode, single crystal epitaxy and crystal grain.
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(2) Optoelectronic system, software/hardware of computers and peripheral equipment, electronic final products, semi-products, various wireless/wired telecommunication equipment and various wireless anti-burglary equipment. (Limited to business operation by branch offices outside the science park).
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(3) Radio transmitter, radio transceiver, radio receiver and other electrical machineries capable of generating radio radiant energy. (Limited to business operation by branch offices outside the science park)
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Export and import businesses of the aforementioned products.
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X. CC01040 Lighting Equipment Manufacturing. (Limited to business operation by branch offices outside the science park)
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XI. F119010 Wholesale of Electronic Materials. (Limited to business operation by branch offices outside the science park)
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XII. F219010 Retail Sale of Electronic Materials. (Limited to business operation by branch offices outside the science park)
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XIII. ZZ99999 All business items that are not prohibited or restricted by law, except
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those that are subject to special approval. (Limited to business operation by branch offices outside the science park)
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Article 3: The Company shall have its head office in the Hsinchu Science Park, R.O.C. (Taiwan) and when it is determined to be necessary, upon the resolution of the Board of Directors and approval of competent authority, branch offices or factories may be established domestically or overseas. The external investment total amount made by the Company may exceed 40% of paid-in capital and may also provide guarantee to the external based on the business needs.
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Article 4: The public announcement method of the Company shall be handled in accordance with the provision of Article 28 of the Company Act.
Chapter 2 Shares
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Article 5: The total capital of the Company shall be NTD 700,000,000, divided into 70,000,000 shares, at a par value of NTD 10, and issued at discrete times. For the unissued shares, the Board of Directors is authorized to issue separately according to the resolutions reached and based on the actual needs.
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The Company may issue employee stock option certificates, and an amount of NTD 100,000,000 may be reserved from the total number of shares described in the preceding paragraph, which is divided into 10,000,000 shares as the shares for the issuance of the employee stock option certificates at discrete times.
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Article 6: The share certificates of the Company shall be in registered form, signed or sealed by at least three Directors, assigned with serial numbers, and shall be certified according to the laws before issuance of the share certificates. For the shares issued by the Company, the printing of share certificates may be exempted; however, they shall be registered with the Centralized Securities Depository Enterprises. Shareholders of the Company performing shareholder services of share transfer, reporting of loss, inheritance, gift and chop loss/change or address change, etc., unless the laws and securities regulations specify otherwise, shall be handled according to the “Regulations Governing the Administration of Shareholder Services of Public Companies”.
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Article 7: Any change and transfer registration of shares shall be prohibited within sixty days prior to the ordinary shareholders’ meeting, thirty days prior to the extraordinary shareholders’ meeting, or five days prior to the record date for the distribution of dividends and bonuses or other interests by the Company.
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Article 7-1: Where the shares repurchased by the Company according to the laws are transferred to employees at a price lower than the average price of the shares actually repurchased by the Company, and where employee stock option certificates are issued at a price lower than the Company’s common share price
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closed on the date of issuance, such issuance shall only be made based on the consents of attending shareholders representing more than two-thirds of the total voting rights in a shareholders’ meeting attended by shareholders representing a majority of the total number of issued shares.
Chapter 3 Shareholders’ Meeting
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Article 8: The shareholder’s meetings are classified into ordinary shareholders’ meetings and extraordinary shareholders’ meetings. An ordinary shareholders’ meeting is held annually and shall be convened within six months after the end of each fiscal year according to the laws, and the Broad of Directors shall issue notice to all shareholders thirty days prior to the meeting. An extraordinary meeting may be held whenever necessary according to the laws, and all shareholders shall be informed fifteen days prior to the meeting.
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Article 8-1: When the Company convenes a shareholders’ meeting, it shall adopt shareholders’ exercise of voting rights by electronic means, and the Company may adopt exercise of voting rights by correspondence or electronic means. When the Company adopts the exercise of voting rights by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice.
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Article 9: Where a shareholder for any reasons cannot attend a shareholders’ meeting in person, he/she/it may appoint a proxy to attend the shareholders' meeting on his/her/its behalf by sealing and executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. The regulations for authorizing proxies to attend meetings on behalf of shareholders shall comply with the regulations of the Company Act and shall also be handled accordingly to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” announced by the competent authority. Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy shall be distributed to each shareholder within twenty days after the conclusion of the meeting. The preparation and distribution of the meeting minutes may be made via the public announcement method. The minutes of the shareholders' meeting shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The meeting minutes shall be kept persistently throughout the life of the Company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept for a minimum period of at least one year.
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However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 9-1: Each shareholder of the Company shall have one voting right for each share in
his/her/its possession, except where the shares are considered to have no voting right under circumstances described in Article 179 of the Company Act.
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Article 10: Unless the Company Act specifies otherwise, the Chairman of the Board shall be the chair of shareholders’ meetings. In case where the Chairman is on leave or cannot exercise his/her power and authority for any cause, the Chairman may appoint a Director to act as a proxy thereof; where the Chairman fails to appoint a proxy, the Directors shall elect one Director from among themselves to act as the proxy thereof. Shareholders’ meetings shall be handled in accordance with the provisions of the Rules of Procedure for Shareholders’ Meeting of the Company.
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Article 11: Unless otherwise specified in the Company Act, any resolution at a shareholders’ meeting shall be adopted by a majority of the shareholders presented, who representing more than half of the total number of the company’s outstanding shares, and shall be executed based on the majority of the voting rights of attending shareholders.
Chapter 4 Directors
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Article 12: The Company shall have seven to eleven Directors. The election of Directors shall adopt the candidate’s nomination system, and the Director shall be elected by the shareholders' meeting from among the persons with disposing capacity, with the term of office of three years, and shall be eligible for re-elections. The Company may obtain Directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.The total number of registered shares of the Company held by all of the Directors shall be established according to the standard specified in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” announced by the Financial Supervisory Commission, R.O.C.
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Article 12-1: In the roster of Directors described in the preceding paragraph, the number of Independent Directors of the Company shall not be less than three and shall not be less than one fifth of the total number of Directors. Relevant matters of the professional qualification, concurrent job position limitation, determination of independence, nomination and election methods of the Independent Director as well as other necessary requirements shall comply with relevant regulations specified by the securities competent authority.
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Independent Directors and non-independent Directors shall be elected at the same time but on separate ballots.
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Article 12-2: The Company establishes an Audit Committee since the twelfth term of Board of Directors. For the Audit Committee established in accordance with Article 14-4 of the Securities and Exchange Act, and the Audit Committee shall be formed by all of the Independent Directors. The Audit Committee or members of the Audit Committee shall be responsible for the execution of the authorities of Supervisors in accordance with the provisions of the Company Act, Securities and Exchange Act and other laws and regulations.
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Article 13: The Board of Directors shall be formed by Directors. A Chairman of the Board shall be elected from among the Directors during a Board of Directors’ meeting attended by more than two-thirds of the Directors and with the consents of more than half of all attending Directors. In addition, a Vice Chairman may also be elected from among the Directors.
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Article 14: The Chairman of the Board shall internally preside the shareholders' meeting and the Board of Directors’ meeting as the chair; and shall externally represent the Company. In case where the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, the Vice Chairman shall act as a proxy thereof. In case where the Vice Chairman is also on leave or absent or unable to exercise his/her power and authority for any cause, the Chairman shall designate one of the Directors to act as a proxy thereof. In the absence of such designation, the Directors shall elect from among themselves to act as proxy thereof.
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In case a meeting of the Board of Directors is proceeded via visual communication network, then the Directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
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During the convention of a Board of Director’s meeting, the Directors shall attend the meeting in person. In case where a Director for any reasons cannot attend the Board of Directors’ Meeting in person, he/she may issue a power of attorney, indicating the scope of authorization, in order to appoint another Director to attend the meeting as a proxy thereof.
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Unless otherwise specified in the Company Act, resolutions of Board of Directors shall be executed based on the attendance of a majority of the Directors and the consents of more than half of the attending Directors.
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Article 14-1: The Board of Directors’ meeting of the Company shall be convened depending upon the situation, and extraordinary Board of Directors’ meeting may be convened whenever necessary. With regard to the power and authority of the Board of Directors, in addition to compliance with the provisions of the Company Act, for the following matters, the resolution approval of the Board of Directors’ meeting shall be obtained before the execution thereof. (I) Proposal for amendment of the Articles of Incorporation of the Company.
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(II) Approval of annual budget and review of annual settlement, including the review and supervision of annual business plan.
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(III) Review of operation objectives and medium/long term development plan.
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(IV) Review of capital increase/decrease plan.
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(V) Review of earnings distribution proposal of proposal for covering losses.
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(VI) Approval for the Company’s re-investment in other enterprises or transfer of shares.
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(VII) Proposal and resolution on the transfer, sale, lease, pledge, mortgage or other methods of disposition on all or important parts of the Company's operating properties.
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(VIII) Approval for the application of financing, guarantee, acceptance and other loaning of the Company from a financial institution or a third party at an amount above NTD 100,000,000 (exclusive); provided that for an amount less than NTD 100,000,000, such case shall be reported in the latest session of Board of Directors’ meeting for recordation after the execution of such case; provided that for renewal of contract of original amount, such restriction shall not be applied.
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(IX) Review and decision on major organization restructuring and significant business change.
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(X) Approval for major capital expenditures.
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(XI) Appointment and discharge of an attesting CPA for the Company.
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(XII) Appointment and discharge of managerial officers.
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(XIII) Approval for major contractors or other material events.
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(XIV) Execution of resolutions of shareholders’ meetings.
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(XV) Convention of shareholders’ meetings and business report.
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(XVI) Other matters required to be handled in accordance with the laws.
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Article 14-2: The calling of the Board of Directors shall be handled in accordance with the provisions prescribed in Article 204 of the Company Act. For the aforementioned calling of Board of Directors, notices may be made in writing, facsimile or e-mail method,
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Article 15: Remuneration of Directors shall be paid regardless of whether the Company is operating at a profit or loss, and the amount of the remuneration shall be determined by the Board of Directors through resolution based on the common level adopted in the same industry.
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Chapter 5 Managerial Officers
Article 16: The Company may have President and several Vice Presidents and Assistant Vice Presidents; the appointment, discharge and the remuneration thereof shall be handled according to Article 29 of the Company Act.
Chapter 6 Accounting
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Article 17: The fiscal year of the Company shall start from January 1 to December 31 of each year. At the close of each fiscal year, the Board of Directors shall prepare the following report and statements for submission to the ordinary shareholders’ meeting for ratification: (1) Business report, (2) Financial statements and (3) Proposal for distribution of surplus earnings or covering losses.
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Article 18: For the current profit before tax for a fiscal year of the Company before deduction of the remuneration of employees and the remuneration of Directors, an amount equivalent to 5% to 15% of such profit before tax shall be appropriated as the remuneration of employees and an amount not greater than 5% of such profit before tax shall be appropriated as the remuneration of the Directors. However, if the Company still has accumulated losses (including adjustment of undistributed earnings amount), an amount shall be reserved for making up the accumulated loss first.
The remuneration of employees described in the preceding paragraph may be issued in the form of shares or cash, and the subjects for receiving the shares or cash may include employees of parents of subsidiaries of the Company meeting specific requirements. The remuneration of directors shall be made in cash only. The preceding two paragraphs shall be executed according to the resolution of Board of Directors’ meeting, and shall be reported to the shareholders’ meeting.
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Article 18-1: When the Company has a net profit in the current period after the semi-annual settlement, all taxes shall be paid according to the laws and accumulated losses (including adjustment of undistributed earnings amount) shall also be covered first, and remuneration of employees shall be estimated and reserved, following which 10% of such net profit shall be appropriated as the legal reserve; however, when the legal reserve has reached the paid-in capital of the Company, it may be exempted from such appropriation. For the remaining amount, special reserve shall then be appropriated or reversed according to the laws or regulations of the competent authority. Subsequently, if there is still remaining amount, such remaining amount and the accumulated undistributed surplus earnings (including adjustment of undistributed earnings amount) of the same semi-annual period may be combined for submission to the Board of Directors for the preparation of proposal for earnings distribution or proposal for covering loss. When the distribution method is to be made in the form of new shares, such proposal
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shall be submitted to the shareholders’ meeting for resolution on the distribution thereof.
The dividend policy of the Company shall be established by the Board of Directors according to the laws and based on the consideration of the future capital demand and long-term financial planning of the Company, which shall also satisfy shareholders’ demand on cash inflow. The distribution of shareholders’ bonus may be made in cash or share, provided that the ratio of cash issuance shall not be less than 10% of the shareholders’ bonus total amount.
When all or a portion of the shareholders’ bonus or legal reserve and capital reserve distributed by the Company are made in the form of cash, the Board of Directors may be authorized to execute the distribution in accordance with the resolution of the Board of Directors’ Meeting attended by more than two thirds of the Directors and the consents of a majority of the attending Directors. In addition, report to the shareholders’ meeting shall also be made.
Chapter 7 Supplemental Provisions
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Article 19: Any matters not specified in these Articles of Incorporation shall be handled in accordance with the Company Act and relevant laws and regulations.
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Article 20: These Articles of Incorporation were enacted on March 7, 1987.
The first amendment was made on March 18, 1988. The second amendment was made on July 28, 1988. The third amendment was made on August 27, 1988. The fourth amendment was made on September 7, 1988. The fifth amendment was made on April 18, 1989. The sixth amendment was made on August 8, 1990 The seventh amendment was made on April 17, 1993. The eighth amendment was made on June 17, 1995. The ninth amendment was made on May 25, 1996. The tenth amendment was made on May 24, 1997. The eleventh amendment was made on October 30, 1998. The twelfth amendment was made on June 16, 1999. The thirteenth amendment was made on June 13, 2000. The fourteenth amendment was made on June 13, 2000. The fifteenth amendment was made on June 13, 2000. The sixteenth amendment was made on June 8, 2001. The seventeenth amendment was made on June 17, 2002.
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The eighteenth amendment was made on May 21, 2003. The nineteenth amendment was made on May 18, 2004. The twentieth amendment was made on June 1, 2006. The twenty first amendment was made on September 21, 2006. The twenty second amendment was made on June 13, 2008. The twenty third amendment was made on June 19, 2009. The twenty fourth amendment was made on June 15, 2010. The twenty fifth amendment was made on June 10, 2011. The twenty sixth amendment was made on June 12, 2012. The twenty seventh amendment was made on June 28, 2013. The twenty eighth amendment was made on June 23, 2014. The twenty ninth amendment was made on June 9, 2015. The thirtieth amendment was made on June 28, 2016. The thirty first amendment was made on June 13, 2017. The thirty second amendment was made on June 14, 2018. The thirty third amendment was made on June 24, 2019.
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【 Appendix 3 】
TYNTEK Corporation Shareholding of All Directors
| Base date: April 10,2022 | Base date: April 10,2022 | Base date: April 10,2022 | |||||
|---|---|---|---|---|---|---|---|
| Title | Name | Date elected |
Tenure | Representative of juridical person |
Current shareholding | ||
Type |
Shares | Percentage to the issuance then |
|||||
| Chairman | Liang Dian Investment Co.,Ltd. |
2021.07.02 | 3 years |
Lee, Biing-Jye | Ordinary share |
50,000 |
0.017% |
| Director | Wei Ban Investment Corporation |
2021.07.02 | 3 years |
Huang, Deng-Huei |
Ordinary share |
50,000 |
0.017% |
| Director | Ennostar Inc. | 2021.07.02 | 3 years |
Li, Rong-Huan |
Ordinary share |
23,799,000 |
7.916% |
| Director | Will Chou | 2021.07.02 | 3 years |
Ordinary share |
166,813 |
0.055% |
|
| Independent Director |
Liu, Yin-Fei |
2021.07.02 | 3 years |
Ordinary share |
0 |
0% |
|
| Independent Director |
Chiang, Huei-Chung |
2021.07.02 | 3 years |
Ordinary share |
0 |
0% |
|
| Independent Director |
Hsieh, Chia-Ying |
2021.07.02 | 3 years |
Ordinary share |
0 |
0% |
|
| Shareholdings of all directors | 24,065,813 | 8.005% |
Total outstanding shares on July 2, 2021: 300,622,252 shares
Total outstanding shares on the book closure date (April 10, 2022): 300,622,252 shares
Note 1: The statutory minimum shareholdings of all directors: 12,024,890; as of April 10, 2022, the shareholdings are 24,065,813 share.
Note 2: The Company has the Audit Committee in place and thus no statutory shareholding of supervisor.
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【 Appendix 4 】
The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate
| Unit: NTD thousands;EPS in NTD | Unit: NTD thousands;EPS in NTD | Unit: NTD thousands;EPS in NTD | Unit: NTD thousands;EPS in NTD |
|---|---|---|---|
| Year Item |
2022 (Estimated) |
||
| Beginning paid-in capital | 3,006,223 | ||
| Cash and stock dividend distribution of the current year |
Cash dividendper share(Note 1) | - | |
Dividendper share for capitalization of earnings(Note 1) |
- | ||
Dividend per share for capitalization of reserve (Note 1) |
- | ||
| Operating performance change status |
Operating profit | Not Applicable . (Note 1) |
|
| Operating profit increase (decrease) ratio from same period of last year |
|||
| Net income | |||
| Net income increase(decrease)ratio from sameperiod of lastyear | |||
| Earningsper share(EPS) | |||
| EPS increase(decrease)ratio from sameperiod of lastyear | |||
| Annual average return on investment (annual average PER reciprocal) |
|||
| Pro Forma EPS and PER |
Capitalization of earnings changed to distribution of cash dividend in full |
Pro Forma EPS | |
| Pro Forma annual average return on investment |
|||
| Without capitalization of reserve | Pro Forma EPS | ||
| Pro Forma annual average return on investment |
|||
| Without capitalization of reserve and capitalization of earnings changed to issuance of cash dividends |
Pro Forma EPS | ||
| Pro Forma annual average return on investment |
Note 1: According to the provisions of the “Regulations Governing the Publication of Financial Forecasts of Public Companies”, the Company has not published the complete financial forecast; therefore, the Company is not required to publicly disclose the 2022 financial forecast information.
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【 Appendix 5 】
Information on Amount of Distribution of Remunerations of Employees and Directors Passed by Resolution of Board of Directors’ Meeting and EPS Calculation, etc.:
Explanation: According to the resolution of the Board of Directors’ Meeting of the Company, the distribution amount for the remuneration of employees for 2021 is NT$ 61,702,140 and the distribution amount for the remuneration of directors is NT$ 11,580,376, and the distribution amounts indicate no difference from the expenditures recognized in 2021. All of the distribution amounts are made cash, and the EPS after the distribution is NT$ 0.2438.
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