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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

  • I. Call Meeting to Order

  • II. Chairman's Remarks

  • III. Report Items

  • IV. Ratification Items

  • V. Discussion Items

  • VI. Extraordinary Motions

VII. Adjournment

  • 1 -

TWO. Meeting Agenda

TYNTEK Corporation 2022 Annual Shareholders’ Meeting Agenda

  • I. Convening Method: Physical Shareholders' Meeting

  • II. Time/Date: 9:00 a.m., June 8, 2022

  • III. Location: No. 15, Kezhong Rd., Zhunan Township, Miaoli County

  • IV. Attendants: All shareholders and equity representatives

  • V. Chairman: Lee, Biing-Jye, Chairman of the Board

  • VI. Chairperson’s Remarks

  • VII. Report Items:

  • (I) 2021 Business Report.

  • (II) Audit Committee’s Review Report on the 2021 Financial Statements. (III) Report on 2021 Remuneration of Directors and Employees’ Remuneration Distribution.

  • (IV) Report on 2021 Distribution of Earnings.

  • (V) Report on the amendments to the Company's Corporate Governance Code of Conduct.

  • (VI) Report on the amendments to the Company's Business Integrity Procedures and Behavioral Guidelines.

  • (VII) Other Report Matters.

    1. Report on Acceptance of Shareholders’ Proposal Right

    2. Other Report Matters

  • VIII. Ratification Items: Ratification of 2021 Financial Statements.

  • IX. Discussion Items:

  • (I) Amendments to the Articles of Incorporation.

  • (II) Amendments to the Asset Acquisition and Disposal Procedures.

  • (III) Amendments to the Endorsement and Guarantee Procedures.

  • X. Extraordinary Motions

  • XI. Adjournment

  • 2 -

Reporting Items

  • I. 2021 Business Report. Explanation: Please refer to Attachment 1 for the 2021 Business Report.

  • II. Audit Committee’s Review Report on the 2021 Financial Statements. Explanation: Please refer to Attachment 2 for the Audit Committee’s Review Report.

  • III. Report on 2021 Remuneration of Directors and Employees’ Remuneration Distribution.

  • 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.

  • IV. Report on 2021 Distribution of Earnings

  • 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.

  • 3 -

  • VI. Report on the amendments to the Company's Business Integrity Procedures and Behavioral Guidelines.

  • Explanation: Please refer to Attachment 7 for the Table of the Amendments to

    • the Business Integrity Procedures and Behavioral Guidelines.
  • VII. Other Report Matters

  • Explanation regarding the proposing right exercised by shareholders and accepted by this AGM:

  • Explanation: (1) Handled pursuant to Article 172-1 of the Company Act

    • (2) The acceptance period of shareholders’ proposal was April 1, 2022, to April 11, 2022, and disclosed on the MOPS as required by laws.

    • (3) As of April 11, 2022, no shareholder’s proposal was received.

Ratification Items

Proposal: The Company’s 2021 Business Report and Financial Statements, proposed for ratification.

Proposed by: Board of Directors

  • 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.

  • 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:

  • 4 -

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:

  • Proposal 2: The amendments to the Company’s Asset Acquisition and Disposal Procedures, proposed for discussion.

  • Proposed by: Board of Directors

  • 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

  • 5 -

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
  • 6 -

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:

  • A. High density semiconductor passive components

  • B. 6” wafer and high-sensitivity sensing PD

  • C. 6” wafer and high precision and power components

  • D. High power AlGaInP light emitting diodes

  • E. High speed communication photodiodes

  • F. Multiband photo detectors

  • G. DUV sensors

  • H. Silicon substrates with electrostatic protection components

  • I. Flip-chip Zener diodes

  • J. Photo diode integrated circuit (PDIC)

  • K. Low-capacitance transient voltage suppressors (TVS)

  • L. High speed optical communication laser diodes

  • M. Vertical cavity surface emitting laser (VCSEL) diodes

  • 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:

  1. Cope with the overseas market growth, and actively expand the market share in the regions of Europe, U.S. And Japan.

  2. Enhance customized new product development, and improve profitability.

  3. Enhance material development source to diversify risks.

  4. Continue to increase production efficiency and to improve product quality in order to reduce cost.

  5. Continue to promote digital computerization and to increase work efficiency.

  6. Increase the sales weight of Si component products, thereby enhancing the profitability.

  7. 7 -

  8. Cope with market development demands for semiconductor lighting, and actively expand integrated power and protection components.

  9. 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

  1. Short-term Business Development Plan:

  2. (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.

  3. (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.

  4. (3) Establish new wafer fab, and increase the wafer size from 5” to 6”, as well as expand scale and technology.

  5. 8 -

  6. Long-term Business Development Plan:

  7. (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.

  8. (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.

  9. (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

  • 9 -

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

  • 10 -

[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

11

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:

  1. Understand and test the effectiveness of the design and the implementation of the main internal control mechanism for the sales.

  2. 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.

12

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:

13

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.

  4. 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.

  5. 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.

  6. 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).

14

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

15

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
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:

  1. Understand and test the effectiveness of the design and the implementation of the main internal control mechanism for the sales.

  2. 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:

  1. 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

  1. 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.

  2. Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.

  3. 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.

  4. 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.

  5. 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.
  • 44 -
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
  • 45 -
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.
  • 46 -
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
  • 47 -

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.

  • 48 -

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:

  • I. CC01080 Electronics Components Manufacturing.

  • II. CC01060 Wired Communication Mechanical Equipment Manufacturing.

  • III. CC01070 Wireless Communication Mechanical Equipment Manufacturing.

  • IV. CC01020 Electric Wires and Cables Manufacturing.

  • V. CD01030 Motor Vehicles and Parts Manufacturing.

  • VI. I301010 Information Software Services.

VII. I501010 Product Designing.

  • VIII. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.

  • IX. IG03010 Energy Technical Services. (Limited to business operation by branch offices outside the science park)

  • Research, development, production, manufacturing and sale of the following products:

    • (1) Gallium arsenide, infrared, light emitting diode, laser diode, phototransistor, photodiode, single crystal epitaxy and crystal grain.

    • (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).

    • (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)

  • Export and import businesses of the aforementioned products.

  • X. CC01040 Lighting Equipment Manufacturing. (Limited to business operation by branch offices outside the science park)

  • XI. F119010 Wholesale of Electronic Materials. (Limited to business operation by branch offices outside the science park)

  • XII. F219010 Retail Sale of Electronic Materials. (Limited to business operation by branch offices outside the science park)

  • 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

  • 49 -

branch offices outside the science park)

  • 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 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

  • 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.

  • 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.

  • 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”.

  • 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.

  • 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

  • 50 -

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

  • 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.

  • 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.

  • 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.

  • 51 -

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.

  • 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.

  • 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

  • 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.

  • 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.

  • Independent Directors and non-independent Directors shall be elected at the same time but on separate ballots.

  • 52 -

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 53 -

  • (II) Approval of annual budget and review of annual settlement, including the review and supervision of annual business plan.

  • (III) Review of operation objectives and medium/long term development plan.

  • (IV) Review of capital increase/decrease plan.

  • (V) Review of earnings distribution proposal of proposal for covering losses.

  • (VI) Approval for the Company’s re-investment in other enterprises or transfer of shares.

  • (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.

  • (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.

  • (IX) Review and decision on major organization restructuring and significant business change.

  • (X) Approval for major capital expenditures.

  • (XI) Appointment and discharge of an attesting CPA for the Company.

  • (XII) Appointment and discharge of managerial officers.

  • (XIII) Approval for major contractors or other material events.

  • (XIV) Execution of resolutions of shareholders’ meetings.

  • (XV) Convention of shareholders’ meetings and business report.

  • (XVI) Other matters required to be handled in accordance with the laws.

  • 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,

  • 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.

  • 54 -

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

  • 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.

  • 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.

  • 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

  • 55 -

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.

  • 56 -

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.

  • 57 -

[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.
  • 58 -
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.
  • 59 -
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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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.
  • 61 -
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
  • 62 -
Amended Clause Current Clause Reason for
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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.
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.
  • 63 -
Amended Clause Current Clause Reason for
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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.
  • 64 -
Amended Clause Current Clause Reason for
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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).
  • 65 -
Amended Clause Current Clause Reason for
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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
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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.
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.
  • 67 -
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
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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
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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
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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
  • 71 -
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).
  • 72 -
Amended Clause Current Clause Reason for
Amendment
Board of Directors shall be
recorded.
of Directors, andthe monthly
assessment reports
shall be
recorded.
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.
  • 73 -

[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
  • 74 -
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.
  • 75 -

Appendix 1

Four.Appendices

TYNTEK Corporation

Rules of Procedure for Shareholders’ Meeting

  • 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.

  • 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.

  • 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.

  • 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

  • 76 -

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.

  • VII. The Company, beginning from the time when it accepts shareholder attendance

  • 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.

  • 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

  • 77 -

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.

  • XIII. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

  • 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.

  • 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

  • 78 -

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.

  • 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.

  • 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.

  • 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.

  • 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."

  • 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.

  • 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.

  • 79 -

Appendix 2

TYNTEK Corporation Articles of Incorporation

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:

  • I. CC01080 Electronics Components Manufacturing.

  • II. CC01060 Wired Communication Mechanical Equipment Manufacturing.

  • III. CC01070 Wireless Communication Mechanical Equipment Manufacturing.

  • IV. CC01020 Electric Wires and Cables Manufacturing.

  • V. CD01030 Motor Vehicles and Parts Manufacturing.

  • VI. I301010 Information Software Services.

  • VII. I501010 Product Designing.

  • VIII. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.

  • IX. IG03010 Energy Technical Services. (Limited to business operation by branch offices outside the science park)

    1. Research, development, production, manufacturing and sale of the following products:

      • (1) Gallium arsenide, infrared, light emitting diode, laser diode, phototransistor, photodiode, single crystal epitaxy and crystal grain.

      • (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).

      • (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)

    2. Export and import businesses of the aforementioned products.

  • X. CC01040 Lighting Equipment Manufacturing. (Limited to business operation by branch offices outside the science park)

  • XI. F119010 Wholesale of Electronic Materials. (Limited to business operation by branch offices outside the science park)

  • XII. F219010 Retail Sale of Electronic Materials. (Limited to business operation by branch offices outside the science park)

  • XIII. ZZ99999 All business items that are not prohibited or restricted by law, except

  • 80 -

those that are subject to special approval. (Limited to business operation by branch offices outside the science park)

  • 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.

  • 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

  • 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.

  • 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.

  • 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”.

  • 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.

  • 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

  • 81 -

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

  • 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.

  • 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.

  • 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.

  • 82 -

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.

  • 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.

  • 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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • (III) Review of operation objectives and medium/long term development plan.

  • (IV) Review of capital increase/decrease plan.

  • (V) Review of earnings distribution proposal of proposal for covering losses.

  • (VI) Approval for the Company’s re-investment in other enterprises or transfer of shares.

  • (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.

  • (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.

  • (IX) Review and decision on major organization restructuring and significant business change.

  • (X) Approval for major capital expenditures.

  • (XI) Appointment and discharge of an attesting CPA for the Company.

  • (XII) Appointment and discharge of managerial officers.

  • (XIII) Approval for major contractors or other material events.

  • (XIV) Execution of resolutions of shareholders’ meetings.

  • (XV) Convention of shareholders’ meetings and business report.

  • (XVI) Other matters required to be handled in accordance with the laws.

  • 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,

  • 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

  • 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.

  • 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.

  • 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

  • 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.

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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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