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TYNTEK — AGM Information 2024
Aug 16, 2024
52074_rns_2024-08-16_7425bcfd-0fa1-4d9a-b5ab-1c1e98fbe57a.pdf
AGM Information
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Stock Code: 2426
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TYNTEK Corporation
2024 Regular Shareholders’ Meeting
Agenda Handbook
Date: 9:00 am, May 30, 2024 Venue: No. 15, Kezhong Rd., Zhunan Township, Miaoli County
Translation-In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.
Contents
One. Meeting Procedure ....................................................................................................... 1 Two. Meeting Agenda ........................................................................................................... 2 I. Report Items ................................................................................................................. 3 II. Ratification Items ....................................................................................................... 3 III. Discussion Items ....................................................................................................... 4 IV. Elections .................................................................................................................... 4 V. Other Discussions ....................................................................................................... 7 VI. Extraordinary Motions .............................................................................................. 7 Three. Attachments ............................................................................................................... 8 I. Business Report ........................................................................................................... 8 II. Audit Committee’s Review Report .......................................................................... 12 III. Independent Auditors’ Report and Financial Statements ........................................ 13 IV. Table of 2023 earnings distribution ........................................................................ 36 V. Comparison Table of Amendments to the “Rules and Procedures of Shareholders’ Meeting” ........................................................................................................................ 37 VI. Comparison Table of Amendments to the “Handling Procedures for Acquisition and Disposal of Assets” ................................................................................................. 41 Four. Appendices ................................................................................................................. 44 I. Rules of Procedure for Shareholders’ Meeting .......................................................... 44 II. Articles of Incorporation .......................................................................................... 50 III. Shareholdings of All Directors ................................................................................ 58 IV. The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate ............................................................................................... 59 V. Regulations for Election of Directors ....................................................................... 60
One. Meeting Procedure
TYNTEK Corporation
2024 General Shareholders' Meeting Procedure
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I. Call Meeting to Order
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II. Chairman's Remarks
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III. Report Items
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IV. Ratification Items
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V. Discussion Items
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VI. Elections
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VII. Other Discussions
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VIII. Extraordinary Motions
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IX. Adjournment
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Two. Meeting Agenda
TYNTEK Corporation
2024 Regular Shareholders' Meeting Agenda
- I. Form of Shareholders’ Meeting: Physical
II. Time: 9:00 a.m., May 30, 2024
III. Venue: No. 15, Kezhong Rd., Zhunan Township, Miaoli County
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IV. Attendants: All shareholders and equity representatives
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V. Chairman: Chairman Chou Wen-Long
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VI. Chairperson’s Remarks
VII. Report Items:
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(I) 2023 Business Report.
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(II) The Audit Committee’s Review Report on the 2023 financial statements.
(III) Report on the 2023 employee remuneration and director remuneration distribution
- proposal.
(IV) Other Reports: Report on 2023 cash dividend distribution.
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VIII. Ratifications Items:
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(I) 2023 Business Report and financial statements.
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(II) 2023 earnings distribution
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IX. Discussion Items:
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(I) Amendment to the “Rules of Procedure for Shareholders’ Meetings.”
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(II) Amendment to the “Handling Procedures for Acquisition and Disposal of Assets.”
X. Elections: Election of 14th Term of Directors (seven directors in total, including three
Independent Directors)
XI. Other Discussions: Releasing New Directors and Their Representatives from Non-compete Restrictions.
XII. Extraordinary Motions
XIII. Adjournment
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Report Items
Proposal 1
Cause: 2023 Business Report.
Explanation: Please refer to Attachment 1, Page 8~11 of the Handbook for the 2023 Business Report.
Proposal 2
Cause: The Audit Committee’s Review Report on the 2023 financial statements.
Description: Please refer to Attachment 2, Page 12 of the Handbook for the Audit Committee’s Review Report.
Proposal 3
Cause: Report on the 2023 employee remuneration and director remuneration distribution proposal. Description: Pursuant to Articles 18 of the Articles of Incorporation, a loss was made in 2023, and thus no employee remuneration and director remuneration will be distributed.
Proposal 4
Cause: Other Reports
- Description: Report on 2023 cash dividend distribution, pursuant to the Articles of Incorporation, the Board of Directors was authorized by the Company to distribute earnings in cash after the end of the year. The Board of Directors resolved on February 21, 2024 to approve the 2023 cash dividend of NT$60,124,450, or NT$0.2 per share.
Ratification Items
Proposal 1 Proposed by the board of directors
Cause: The 2023 Business Report and financial statements are submitted for ratification.
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Explanation: I. The Company’s 2023 Business Report and financial statements have been approved upon the resolution of the board of directors on February 21, 2024; the financial statements have been audited by Welson Fang, CPA and Gordon Chen, CPA of Deloitte Taiwan. The aforesaid settlement books and statements have been submitted to and audited by the Audit Committee, with the Audit Report presented.
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II. Please refer to page 8~11 Attachment 1 and page 13~35, Attachments 3 of this handbook for the 2023 Business Report, Independent Auditors’ Report and financial statements.
III. Please ratify.
Resolution:
Proposal 2 Proposed by the board of directors
Cause: The proposal of 2023 earnings distribution is submitted for ratification.
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Description: I. The proposal has been approved upon the resolution of the board of directors on
February 21, 2024, and was submitted to and audited by the Audit Committee for reference.
II. Pursuant to Articles 18 of the Articles of Incorporation, no employee remuneration and director remuneration for 2023 will be distributed.
III.. For the 2023 earnings distribution table, please refer to Attachment 4 on page 36 of this handbook.
IV. Please ratify.
Resolution:
Discussion Items
Proposal 1 Proposed by the board of directors
Cause: The amendment to the Company’s “Rules and Procedures of Shareholders’ Meeting” is hereby submitted for discussion.
Description: To accommodate the March 6, 2023 announcement of the Financial Supervisory
- Commission to amend the “Regulations Governing the Administration of Shareholder Services of Public Companies,” it is proposed to amend some provisions of the “Rules of Procedure for Shareholders’ Meetings.” Please refer to Attachments 5, Page 37~40 for the comparison table of the amendments for discussion.
Resolution:
Proposal 2 Proposed by the board of directors
Cause: The amendment to the Company’s “Handling Procedures for Acquisition and Disposal of Assets” is hereby submitted for discussion.
Description: To meet the operational needs, it is proposed to amend some provisions of the Asset
Acquisition and Disposal Procedures. Please refer to Attachments 6 on page 41~43 of the handbook for the table of the amendments for discussion.
Resolution:
Elections
Subject: Election of the Directors, 14th Term
Description: 1. The term of office of the directors of the 13th will be expire on July 1, 2024, will re-elect directors in this AGM in accordance with the law.
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II. Pursuant to the Articles of Incorporation, seven directors will be elected (three independent directors included) in this AGM, and the term is from May 30 2024 to May 29, 2027. The terms of current directors end at the dismissal of this AGM.
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III. The candidate nomination system is applied to the directors’ election. The list of candidates has been reviewed and approved by the Board of Directors. Shareholders shall elect directors from the candidate list. Please refer to the list of candidates, their education/industrial background, and their shareholding as following:
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IV. Please refer to Attachment 5 for the “Regulations for Election of Directors.”
V. Please elect
List of Director Candidates is as following:
| Serial No. |
Name | Gender | Major education/industrial background |
Current position | Shareholding (shares) |
|---|---|---|---|---|---|
| 1 | Chou,Wen-Long | Male | Bachelor, Department of Physics, Tamkang University Vice President, Vitelic (Hong Kong) Limited Vice President, TYNTEK Corporation President, TYNTEK Corporation Vice Chairman and CSO of TYNTEK Corporation |
Chairman and CSO of TYNTEK Corporation Chairman(Legal Representative), Long Benefit Investment Co., Ltd. Yuanmao Opto-electronic Technology (Wuhan) Co., Ltd. Chairman(Legal Representative) TEK Holding Co,Ltd. Chairman(Legal Representative) Chairman(Legal Representative), KEYWAY Internatiion LLC Director(Legal Representative),Keeper Technology Co., Ltd. |
166,813 |
| 2 | Representative of ENNOSTAR Inc.: Su, Feng-Cheng |
Male | PhD, Materials Engineering, State University of New York, USA Executive Vice President, ENNOSTAR Inc. Director of GCS HOLDINGS, INC. Director, DARWIN PRECISIONS CORPORATION Chairman of Lextar Electronics Corp. Senior Vice President, AUO Corporation |
Executive Vice President, ENNOSTAR Inc. Director(Legal Representative),Hexawave, Inc. Director(Legal Representative)of Unikorn Semiconductor Corporation Director(Legal Representative)of GCS HOLDINGS, INC. Director(Legal Representative), WellyWave Semiconductors Inc. Director (Legal Representative),DARWIN PRECISIONS CORPORATION Director(Legal Representative)of TYNTEK CORPORATION |
23,799,000 |
| 3 | Representative of ENNOSTAR Inc.: Li, Cun-Jhong |
Male | Master of Commerce, University of Berkeley Vice President, ENNOSTAR Inc. Director of GCS HOLDINGS, INC. Director of PROLIGHT OPTO TECHNOLOGY CORPORATION |
Vice President, ENNOSTAR Inc. Director of Yenrich Technology Corporation (Legal Representative) Director(Legal Representative)of PROLIGHT OPTO TECHNOLOGY CORPORATION Director(Legal Representative),Amengine Corporation Juristic Person Director(Legal Representative) of Mainstream Lighting Co., Ltd. Director(Legal Representative)of TYNTEK CORPORATION Juridical Person Director(Legal Representative) of iReach Corporation Director(Legal Representative),Puri Optoelectronics (Xiamen) Co., Ltd. Director(Legal Representative)of GCS HOLDINGS, INC. Director(Representative of (Legal Representative)of Wellchip Microelectronics Technology (Jiangsu) Co.,Ltd. |
Same as above |
| 4 | Representative of ENNOSTAR Inc.: Lee, Jung-Huan |
Male | Bachelor, Department of Chemical Engineering, Tamkang University Special Assistant, TYNTEK Corporation President, Opto Tech Corporation |
President, TYNTEK Corporation Director(Legal Representative)of TYNTEK CORPORATION Director(Legal Representative),Long Benefit Investment Co., Ltd. Yuanmao Opto-electronic Technology (Wuhan) Co., Ltd. Director(Legal representative) |
Same as above |
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The candidate list of independent directors is as follows :
| No. | Name | Gender | Education/Experience | Current Job | No. of shares held |
|---|---|---|---|---|---|
| 1 | Lin, Tsung-Yen | Male | Master in Law, College of Law, National Chengchi University M.B.A. (Accounting), Eastern New Mexico University, U.S.A. Partner, Deloitte Touche Taiwan Adjunct Lecturer, Department of Accounting, Tunghai University, AVP in Auditing, Deloitte & Touche, Guam Credit Analyst, Loan Department, HSBC New York Branch Credit Analyst, Department of Trust, Cathay United Bank Auditor, Audit Division, National Taxation Bureau of Kaohsiung, Ministry of Finance Independent Director, TYNTEK CORPORATION Independent Director, Advanced EnergySolution HoldingCo.,Ltd. |
Chief Accountant, Lin Tsung Yen Accounting Firm |
0 |
| 2 | Yew, Tri-Rung | Female | Ph.D., Department of Materials Science and Engineering, Massachusetts Institute of Technology, USA Distinguished Professor, Materials Department, National Tsing Hua University Vice President of R&D, Advanced Technology, UMC Vice President of R&D, UMC Consultant, UMC Capital Independent Director, BenQ Materials Corporation Chief Technology Officer, Solar Applied Materials Technology Corp. |
Distinguished Professor, Materials Department, National Tsing Hua University Consultant, SEMI Taiwan - Women in Tech |
0 |
| 3 | Yeh, Sheng-Fa | Male | Master, City University of Seattle Chairman, Gallant Precision Machining Co., Ltd Chairman, Gallant Micro. Machining CO., LTD. Independent Director, Zhong Yang Technology Co., Ltd President, King Ultrasonic Co., Ltd. Chairman, Walton Advanced Engineering, Inc. |
Independent Director, ACE PILLAR Co., Ltd. Chairman, SUNENGINE CORPORATION LTD. Chairman, Natsume Smartech Co.,Ltd. Director, Jin Join Rone Technology Corporation Ltd. Director, 3S Silicon Tech, Inc. Director, King Ultrasonic Co., Ltd. Director, Solomon Goldentek Display Corp. Director, SkyLine Technology Co., Ltd. Director,Favite,Inc. |
0 |
Voting Results:
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Other Discussions
Cause: Please discuss the proposal of lifting the non-competition restriction on the new directors and their representatives
Description: Pursuant to Article 209 of the Company Act, the board of director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
Resolution:
Extraordinary Motions
Adjournment
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Three. Attachments
[Attachment 1]
TYNTEK Corporation Business Report
Looking back on 2023, the recovery expected by the market after the lifting of COVID-19 lockdowns fell short. Regional wars and geopolitics continued to intensify, and major international economies faced inflation, rising unemployment, and real estate crisis. Various negative signals resulted in weak demand. This resulted in a decrease of 2023 revenue by 6.28% from 2022 and 2023 operating income decreased by NT$180,662 thousand from 2022. Looking to the next year, the Company will work with suppliers and customers to maintain the flexibility of the supply chain, to face market fluctuations and maintain profit growth. Business performance and operations of the Company in 2023 are compared with the ones in 2022 as described in the following respectively:
(I) Implementation results of the 2023 business plan
Unit: NTD thousand
| Unit: | NTD thousand | |||
|---|---|---|---|---|
| Item | 2022 | 2023 | Percentage | difference % |
| Net sales amount | 2,419,509 | 2,267,637 |
(151,872) |
-6.28 |
| Operating profit (loss) | 37,437 | (143,225) |
(180,662) |
-482.58 |
| Net non-operating income (expense) | (201,445) | (17,778) |
183,667 |
-91.17 |
| Net (loss) profit before tax | (164,008) | (161,003) |
3,005 |
-1.83 |
| Income tax expense | 20,415 | (25,308) |
(45,723) |
-223.97 |
| Net (loss) profit of the period | (184,423) | (135,695) |
48,728 |
-26.42 |
| Basic earnings (loss) per share after tax (NT$) | (0.60) | (0.44) |
$0.16 |
-26.67 |
Note: The impacts of earnings per share and issuance of stock dividends have been included in the retrospective adjustment.
(II) Financial Revenue/Expenditure and Profitability Analysis
| item | 2022 | 2023 | |
|---|---|---|---|
| Financial structure (%) | Debt to total assets ratio | 26.42 | 27.47 |
| Long-term capital to property, plant & equipment ratio |
247.46 |
231.14 |
|
| Debt servicing capability (%) | Current ratio | 357.14 | 311.78 |
| Quick ratio | 262.74 | 228.01 |
|
| Profitability (%) | Return on asset | -2.97 | -2.30 |
| Return on shareholders’ equity | -4.34 | -3.24 |
|
| Net profit margin | -7.62 | -5.98 |
|
| Earnings per share (EPS) (NT$) | (0.60) | (0.44) |
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 government agencies. In addition to stabilizing the existing
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Asian market, it is also actively expanding the European and North American markets to further extend the market share. To have better forward-looking and marketable products, the Company has been sparing no efforts in optical communication sensing components, the long wavelength sensing used in displays and consumer products, development of avalanche diodes (rangefinding by drones), and automotive optical coupling components (for the high speed industrial control of new energies), medical (blood oxygen and blood sugar), wearables and sensing components of precision control, and certain outcomes have been fruited. In addition, the Company is also active in the investment of relevant product application fields. With the rapid growth of the optoelectronic market, the application scope of various products continues to expand, and the market demand is increasing. To satisfy the market demand, the Company will continue to focus on the development of the following products:
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A. High density semiconductor passive components
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B. 6” wafer and high-sensitivity sensing PD
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C. 6” wafer and high precision and power components
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D. High power AlGaInP light emitting diodes
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E. High speed communication photodiodes
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F. Multiband photo detectors
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G. DUV sensors
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H. Substrates with electrostatic protection components
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I. Flip-chip Zener diodes
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J. Photo diode integrated circuit (PDIC)
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K. Low-capacitance transient voltage suppressors (TVS)
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L. High speed optical communication laser diodes
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M. Vertical cavity surface emitting laser (VCSEL) diodes
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N. GaN power device
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O. Long wavelength sensing components
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P. Infrared diodes for high-speed industrial control
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Q. Point light source infrared diode
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. The key operating guidelines of 2024 are below:
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Cope with the overseas market growth, and actively expand the market share in the regions of Europe, U.S. And Japan.
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Enhance customized new product development, and improve profitability.
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Enhance material development source to diversify risks.
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Continue to increase production efficiency and to improve product quality in order to reduce cost.
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Continue to promote digital computerization and to increase work efficiency. Increase capital expenditures, continue to invest resources to promote ESG, improve the utilization efficiency of
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energy and water resource, increase smart production, to achieve the goals of improving economic efficiency and environmental sustainable development, and create a win-win situation for customers, investors, and TYNTEK.
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Increase the sales weight of Si component products, thereby enhancing the profitability.
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Strengthen 6" wafer production capacity and increase product technology, and actively develop integrated power and protection components.
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
In 2024, the Company will continue to develop new products and new customer sources, and adjust the product structure in order to improve the overall gross profit margin. The Company will actively develop various products satisfying the market trend, to increase the Company's own technical level and understanding customer demands and market development trend effectively. The Company will also maintain good long-term cooperative relationships with material suppliers, to ensure the quality and sources of raw materials without concern. Moreover, to cope with the expansion of business, the Company will actively engage in the construction of complete international sales channels and logistics management, to cope with the business expansion, improve the technical support of products and aftersale service standards, to expand overseas markets continuously and to secure the domestic market, thereby increasing the market share of the Company’s products.
Future Development Strategy
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Short-term Business Development Plan:
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(1) Based on the currently existing business, continue to dedicate in the development of high frequency/high power products and various Si sensors and protection components. In addition, for different markets, develop sales method suitable to the local markets.
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(2) Continue to promote the rationalization and flexibility of the production process, in order to achieve harmony between production and sales, as well as to achieve the most optimal operating economic scale, implement quality management thoroughly and achieve the goal of Quality First with best effort. Increase automatic production efficiency and product yield rate, engineering research and development process systematization, thereby improving overall management quality.
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(3) To respond to market demands in new application fields, the Company continues to expand 5” and
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- 6” wafer production capacities and efficiency.
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(4) Coping with the slowdown of the pandemic, facing inflation, geopolitics, and information security issues, we will improve the control and responsive strategies for various emerging risks, with flexible adjustments.
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Long-term Business Development Plan:
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(1) In addition to continuing to improve quality and maintaining an excellent relationship with domestic and foreign giants in the industry, the Company aims to expand its market share as well as to establish complete sales channels globally and diverse business strategies.
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(2) Integrate various products of the Company and subsidiaries, and establish the operational development model with horizontal expansion and vertical integration, thereby increasing the overall competitiveness of the Company.
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(3) Continue research and development, maintain the leading position in manufacturing technologies, and improve OEM capability, thereby exploiting the Company’s advantage in the mass production economic scale.
TYNTEK Corporation
Chairman: Chou, Wen-Long
Manager: Lee, Jung-Huan
Accounting Supervisor: Li, Hsiao-Ping
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[Attachment 2]
TYNTEK Corporation Audit Committee’s Review Report
We have reviewed the Company's 2023 business report, consolidated financial statements, parent-company only financial statements, and earning distribution proposal prepared by the board of directors. The consolidated financial statements, parent-company only financial statements have been audited and attested by Su-Li Fang, CPA and Chen, Ming-Hui, CPA of Deloitte Taiwan, with the independent auditor's report issued. The aforementioned business report, consolidated financial statements, parent-company only financial statements, and earning 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
2024 Regular Shareholders’ Meeting
TYNTEK Corporation Audit Committee
Convener: Liu, Yin-Fei
February 21, 2024
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[Attachment 3]
Independent Auditors ’ 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, 2023 and 2022 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, based on our audit and other independent auditors' reports (please refer to the "Other Discussions" section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022 and 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 in the Republic of China. 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. Based on our audit results and the audit reports of other CPAs, we are of the opinion that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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, 2023, based on our professional
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judgment. These matters were addressed in our audit of the consolidated financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.
Key audit matters of the consolidated financial statements of the Group for the year ended December 31, 2023, are stated as follows:
Sales recognition
The Group’s 2023 consolidated operating income was NT$2,267,637 thousand. Please refer to Notes 4 and 25 to the consolidated financial statements for the accounting policy and information related to revenue recognition. TYNTEK Corporation and its subsidiaries’ 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 companies with significant growth amounts are listed as a key audit matter for the year.
The main audit procedures we performed for said matter are as follows:
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Understand and test the effectiveness of the design and the implementation of the main internal control mechanism for the sales.
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Select samples randomly to check the receipts and payment status related to the sales, and inquire the existence of the transaction counterparties to verify the actual occurrence of the sales, and check whether there is any anomaly existing in the sales counterparties and the payment recipients.
Other Discussions
The Company has also prepared the parent company’s only financial statements for the years ended December 31, 2023, and 2022, 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, 2023 and 2022, the balance of investment in the aforementioned investees using the equity method was NT$186,898 thousand and NT$165,874 thousand, respectively, accounting for 3.49% and 3.05% of the total consolidated assets, respectively, and the share of profit or loss on associates recognized using the equity method for the year ended December 31, 2023 and 2022 was NT$(2,071) thousand and NT$16,455 thousand, respectively, accounting for 1.29% and (10.03)% of the consolidated net income before tax, respectively.
Responsibilities of the management and the governing body for the consolidated financial
statements
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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 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 in the Republic of China. We also perform the following tasks:
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Identify and assess the risks of material misstatement arising from fraud or error within the consolidated financial statements; design and execute countermeasures in response to said risks, and obtain sufficient and appropriate audit evidence to provide a basis of our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
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Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
15
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Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
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Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the consolidated financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure, and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements adequately present the relevant transactions and events.
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Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Group, to express an opinion on the consolidated financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.
The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).
We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and Other Discussions that may possibly be regarded as detrimental to our independence (including relevant protective measures).
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, 2023. 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.
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Deloitte Taiwan CPA: Fang, Su-Li CPA: Chen, Ming-Hui
The Financial Supervisory Commission R.O.C. Approved No. Jing-Guang-Zheng-Liu No. 0940161384
Securities and Futures Commission Approval Document No. Tai-Cai-Zeng-VI No. 0930128050
February 21, 2024
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TYNTEK Corporation and Its Subsidiaries
Consolidated balance sheet
For the Years Ended December 31, 2023 and 2022
| Code 1100 1110 1136 1150 1170 1180 1200 1220 130X 1410 1476 1479 11XX 1517 1535 1550 1600 1755 1780 1840 1915 1920 1980 1990 15XX 1XXX |
Asset CURRENT ASSETS Cash and cash equivalents (Notes 6 and 32) Financial assets at fair value through profit or loss - current (Notes 7 and 32) Financial assets at amortized cost - current (Notes 9, 32, and 34) Notes receivable, net (Notes 10 and 32) Accounts receivable, net (Notes 10 and 32) Accounts receivable - related parties, net (Notes 10, 32 and 33) Other receivables (Notes 10 and 31) Current tax assets (Note 27) Inventories (Note 11) Prepayments (Notes 17 and 35) Other financial assets (Notes 18, 32, and 34) Other current assets (Note 18) Total current assets non-current assets Financial assets at FVTOCI -non-current (Note 8 and 32) Financial assets at amortized cost - non-current (Notes 9, 32, and 34) Investments accounted for using equity method (Note 13) Property, plant and equipment (Notes 14, 34 and 35) Right-of-use assets (Note 15) Other intangible assets (Note 16) Deferred tax assets (Note 27) Pre-payments for equipment (Note 35) Refundable deposits (Note 32) Other financial asset- non-current (Notes 18) Other non-current assets - others (Note 18) Total non-current assets Total assets |
December 31, | 2023 % 22 4 1 - 13 1 - - 15 - - - 56 1 - 4 36 2 - 1 - - - - 44 100 |
December 31, | 2022 % 25 4 - - 12 1 1 - 15 - - - 58 1 - 3 34 2 - 1 1 - - - 42 100 |
Code 2100 2120 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 32) Financial liabilities at fair value through profit or loss - current (Notes 7 and 32) Contract liabilities - Current (Note 25) Notes payable (Notes 20 and 32) Accounts payable (Notes 20 and 32) Accounts payable - related parties (Notes 20, 32, and 33) Other payables (Notes 21, 32, and 33) Current tax liabilities (Note 27) Lease liabilities - current (Notes 15 and 32) Current portion of long-term borrowings (Notes 19 and 32) Deferred revenue (Notes 21, 29, and 32) Other current liabilities (Note 21) Total current liabilities non-current liabilities Long-term borrowings (Notes 19 and 32) Provisions - non-current (Note 22) Deferred tax liabilities (Note 27) Lease liabilities - non-current (Notes 15 and 32) Defined benefit liability - non-current (Note 23 Long-term deferred income (Notes 19, 29, and 32) Guarantee deposits received (Note 32) 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 and 24) Total equity TOTAL LIABILITIES AND EQUITY |
December 31, | 2023 % 2 - - - 8 - 4 - - 4 - - 18 7 - - 2 - - - 9 27 56 5 5 1 6 12 ( 1) 72 1 73 100 |
Unit: NTD thousand December 31,2022 |
Unit: NTD thousand December 31,2022 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 1,189,849 221,471 48,439 15,145 672,249 39,125 11,609 1,370 783,230 26,156 2,511 1,314 3,012,468 61,327 - 186,898 1,896,813 95,719 12,431 51,772 17,446 3,406 4,506 7,793 2,338,111 $ 5,350,579 |
Amount $ 1,342,144 218,194 1,000 21,574 622,998 35,281 66,629 - 811,589 18,653 1,003 2,063 3,141,128 45,417 6,665 192,780 1,838,843 92,567 6,762 35,469 60,514 3,410 - 6,463 2,288,890 $ 5,430,018 |
Amount $ 108,410 - 520 4,169 394,922 7,560 209,445 - 9,793 207,799 9,746 13,843 966,207 381,442 19,894 525 85,614 15,063 694 333 503,565 1,469,772 3,006,223 245,261 286,048 46,381 291,768 624,197 37,235) 3,838,446 42,361 3,880,807 $ 5,350,579 |
Amount $ 108,429 344 477 6,492 312,233 1,705 233,773 35,945 9,053 146,195 11,375 13,512 879,533 431,092 18,444 2,655 82,612 18,862 846 393 554,904 1,434,437 3,006,223 243,873 286,048 37,523 432,801 756,372 46,383) 3,960,085 35,496 3,995,581 $ 5,430,018 |
% | |||||||||||
( |
( |
2 - - - 6 - 4 1 - 3 - - 16 8 - - 2 - - - 10 26 55 5 5 1 8 14 ( 1) 73 1 74 100 |
The accompanying notes are an integral part of the consolidated financial statements
(With Deloitte & Touche review report dated February 21, 2024)
Chairman: Chou Wen-Long
Manager: Lee Jung-Huan
Accounting Supervisor: Li, Hsiao-Ping
18
TYNTEK Corporation and Its Subsidiaries
Consolidated Statements of Comprehensive Income
For the Year Ended December 31, 2023 and 2022
Unit: In Thousands of New Taiwan Dollars unless Loss per share in NTD
| Code 4000 Operating revenues (Notes 25 and 33) 5000 Operating cost (Notes 11, 26, and 33) 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 6000 Total operating expenses 6500 Other income and expenses, net (Note 26) 6900 Net operating (loss) profit Non-operating income and expense 7100 Interest revenue (Note 26) 7010 Other income (Notes 26 and 33) 7020 Other gains or losses (Notes 26 and 36) 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 loss before tax 7950 Income tax income (expense) (Note 27) 8200 Net income (loss) for this year |
2023 | % 100 90 10 2 8 6 - 16 - 6) - 1 1 ) 1 ) - 1) 7 ) 1) 6) |
2022 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 2,267,637 2,035,398 232,239 45,406 181,450 148,004 1,155 376,015 551 143,225) 10,815 17,832 29,455 ) 14,899 ) 2,071) 17,778) 161,003 ) 25,308) 135,695) |
Amount $ 2,419,509 2,032,905 386,604 41,767 166,179 141,652 - 349,598 431 37,437 4,564 41,128 255,340 ) 12,862 ) 21,065 201,445) 164,008 ) 20,415 184,423) |
% | ||||||
( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
100 84 16 1 7 6 - 14 - 2 - 2 11 ) - 1 8) 6 ) 1 7) |
(Continued on next page)
19
(Continued from previous page)
| Code Other comprehensive income (Note 24) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans 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 loss 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 Loss per share (Note 28) 9710 Basic 9810 Diluted |
2023 | % - - - - - - 6) 6 ) - 6) 6 ) - 6) |
2022 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 221 ) 15,910 2,968 ) 4,893 ) 948 8,776 $ 126,919) $ 131,954 ) 3,741) $ 135,695) $ 123,027 ) 3,892) $ 126,919) $ 0.44) $ 0.44) |
Amount $ 8,030 33,159 ) 5,963 4,121 812) 15,857) $ 200,280) $ 181,505 ) 2,918) $ 184,423) $ 197,423 ) 2,857) $ 200,280) $ 0.60) $ 0.60) |
% | ||||||
| ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
- 1 ) - - - 1) 8) 8 ) - 8) 8 ) - 8) |
The accompanying notes are an integral part of the consolidated financial statements
(With Deloitte & Touche review report dated February 21, 2024)
Chairman: Chou Wen-Long Manager: Lee Jung-Huan
Accounting Supervisor: Li,
Hsiao-Ping
20
TYNTEK Corporation and Its Subsidiaries
Consolidated Statements of Changes Equity
For the Year Ended December 31, 2023 and 2022
Unit: In thousand of New Taiwan Dollars, Unless Stated Otherwise
| Code A1 Balance at January 1, 2022 Earning appropriation and distribution for 2021 B1 Appropriated as statutory reserves B17 Reversed special reserve B5 Cash dividends to shareholders C7 Changes in associates and joint ventures accounted for using the equity method D1 Net loss of 2022 D3 2022 other comprehensive income after tax D5 2022 total comprehensive income O1 Non-controlling interests Z1 Balance at December 31, 2022 Earning appropriation and distribution for 2022 B17 Reversed special reserve C7 Changes in associates and joint ventures accounted for using the equity method D1 Net loss of 2023 D3 2023 other comprehensive income after tax D5 2023 total comprehensive income M7 Changes in ownership interests in subsidiaries (Note 30) O1 Non-controlling interests Z1 Balance at December 31, 2023 |
Equityattributable to owners of the company | Equityattributable to owners of the company | Equityattributable to owners of the company | Total $ 4,457,896 - - 300,622 ) 234 181,505 ) 15,918) 197,423) - 3,960,085 - 145 131,954 ) 8,927 123,027) 1,243 - $ 3,838,446 |
Non-controlling interests $ 38,540 - - - - ( 2,918 ) 61 ( 2,857) ( 187) 35,496 - - ( 3,741 ) ( 151) ( 3,892) ( 1,243 ) 12,000 $ 42,361 |
Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital Shares (thousand) Amount 300,621 $ 3,006,223 - - - - - - - - - - - - - - - - 300,621 3,006,223 - - - - - - - - - - - - - - 300,621 $ 3,006,223 |
Capital surplus $ 243,639 - - - 234 - - - - 243,873 - 145 - - - 1,243 - $ 245,261 |
Retained earnings | Undistributed earnings $ 960,086 ( 71,480 ) 18,292 ( 300,622 ) - ( 181,505 ) 8,030 ( 173,475) - 432,801 ( 8,858 ) - ( 131,954 ) ( 221) ( 132,175) - - $ 291,768 |
Other equities Exchange Differences in Translating the Financial Statements of Foreign Operations Unrealized gain (loss) on financial assets at FVTOC ( $ 22,851 ) $ 416 - - - - - - - - - - 3,248 ( 27,196) 3,248 ( 27,196) - - ( 19,603 ) ( 26,780 ) - - - - - - ( 3,794) 12,942 ( 3,794) 12,942 - - - - ($ 23,397) ($ 13,838) |
|||||||||||
| Exchange Differences in Translating the Financial Statements of Foreign Operations ( $ 22,851 ) - - - - - 3,248 3,248 - ( 19,603 ) - - - ( 3,794) ( 3,794) - - ($ 23,397) |
|||||||||||||||
| Shares (thousand) 300,621 - - - - - - - - 300,621 - - - - - - - 300,621 |
Statutory reserves $ 214,568 71,480 - - - - - - - 286,048 - - - - - - - $ 286,048 |
Special reserve $ 55,815 - ( 18,292 ) - - - - - - 37,523 8,858 - - - - - - $ 46,381 |
|||||||||||||
( |
( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
( ( ( ( ( ( |
( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
$ 4,496,436 - - 300,622 ) 234 184,423 ) 15,857) 200,280) 187) 3,995,581 - 145 135,695 ) 8,776 126,919) - 12,000 $ 3,880,807 |
The accompanying notes are an integral part of the consolidated financial statements
(With Deloitte & Touche review report dated February 21, 2024)
Chairman: Chou Wen-Long
Manager: Lee Jung-Huan
Accounting Supervisor: Li, Hsiao-Ping
21
TYNTEK Corporation and Its Subsidiaries
Consolidated Statements of Cash Flows
For the Year Ended December 31, 2023 and 2022
Unit: NTD thousand
| Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Net loss before tax of the current year A20010 Adjustments for: A20300 Expected credit impairment loss A20100 Depreciation expense A20200 Amortization expenses A20400 Net loss on financial assets and liabilities at FVTPL A20900 Financial costs A21200 Interest income A21300 Dividend revenue A22300 Share of profit or loss of associates accounted for using equity method A22500 Gains on disposal of property, plant and equipment A23800 Losses on inventory valuation and obsolescence losses A24100 Unrealized net losses (gains) on foreign currency exchange A29900 Loss from disposal of subsidiary 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 Pre-payments 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 paid AAAA Net cash inflow from operating activities |
2023 ( $ 161,003 ) 1,155 307,562 2,411 39,160 14,899 ( 10,815 ) ( 9,169 ) 2,070 ( 551 ) 706 5,308 66 - 6,429 ( 67,886 ) ( 2,112 ) 27,653 ( 8,833 ) 749 43 ( 2,323 ) 89,339 ( 28,586 ) 1,450 331 ( 4,020) 204,033 ( 15,018 ) ( 32,455) 156,560 |
2022 |
|---|---|---|
| ( $ 164,008 ) - 273,393 1,409 346,710 12,862 ( 4,564 ) ( 23,604 ) ( 21,065 ) ( 431 ) 27,880 ( 8,889 ) - ( 1 ) 289 422,484 626 4,313 2,231 3,983 174 1,581 ( 148,808 ) ( 48,193 ) 1,637 ( 18,075 ) ( 11,013) 650,921 ( 12,115 ) ( 8,694) 630,112 |
(Continued on next page)
- 22 -
(Continued from previous page)
| Code Cash flows from investing activities B00040 Acquisition of financial assets at amortized cost B00010 Acquisition 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 B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease (increase) in refundable deposits B04500 Acquisition of intangible assets B06500 Decrease (increase) of other financial assets B07100 Decrease (increase) in pre-payments for equipment B07500 Interest received B07600 Dividends received B09900 Proceeds from disposal of right-of-use assets BBBB Net cash outflows 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 Decrease in guarantee deposits received C04020 Repayment of the principal portion of leases C04500 Cash dividends distributed C05000 Changes in non-controlling interests CCCC Net cash inflows 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 |
2023 ( $ 47,439 ) - 6,665 ( 345,685 ) 303,152 ( 348,183 ) 601 4 ( 8,081 ) ( 6,014 ) 43,068 10,442 13,173 57,505 ( 320,792) 340,384 ( 337,766 ) 169,813 ( 159,640 ) ( 60 ) ( 14,816 ) - 12,000 9,915 2,022 ( 152,295 ) 1,342,144 |
2022 |
|---|---|---|
| $ - ( 4,344 ) 43,521 ( 67,349 ) 357,906 ( 196,322 ) 2,259 ( 1,447 ) ( 6,609 ) 2,590 ( 175,320 ) 4,788 23,604 - ( 16,723) 276,647 ( 332,522 ) 80,060 ( 141,863 ) ( 4,152 ) ( 9,540 ) ( 300,622 ) ( 187) ( 432,179) 15,552 196,762 1,145,382 |
- 23 -
$ 1,189,849
$ 1,342,144
E00200 Balance of cash and cash equivalents at the end of the year
The accompanying notes are an integral part of the consolidated financial statements (With Deloitte & Touche review report dated February 21, 2024)
Chairman: Chou Wen-Long
Manager: Lee Jung-Huan
Accounting Supervisor: Li, Hsiao-Ping
- 24 -
Independent Auditors ’ Report
To TYNTEK Corporation,
Audit opinion
We have reviewed the standalone balance sheet of TYNTEK Corporation (the “Company”) for the years ended December 31, 2023 and 2022 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, based on our audit and the audit reports of other accountants (please refer to the "Miscellaneous" paragraph), the accompanying standalone financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 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 in the Republic of China. 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. Based on our audit results and the audit reports of other CPAs, we are of the opinion that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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, 2023 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, 2023 are stated as follows
Sales recognition
- 25 -
The Company’s 2023 consolidated operating income was NT$2,003,883 thousand. Please refer to Notes 4 and 25 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 companies with significant growth amounts are listed as a key audit matter for the year.
The main audit procedures we performed for said matter are as follows:
-
Understand and test the effectiveness of the design and the implementation of the main internal control mechanism for the sales.
-
Select samples randomly to check the receipts and payment status related to the sales, and inquire the existence of the transaction counterparties to verify the actual occurrence of the sales, and check whether there is any anomaly existing in the sales counterparties and the payment recipients.
Other Discussions
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, 2023 and 2022, the balance of investment in the aforementioned investees using the equity method was NT$186,898 thousand and NT$165,874 thousand, accounting for 3.68% and 3.17% of the total assets, respectively, and the share of profit or loss on associates recognized using the equity method for the year ended December 31, 2023 and 2022 was NT$(2,071) thousand and NT$16,455 thousand, accounting for 1.41% and (10.16)% of the net income before tax.
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.
26
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 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 in the Republic of China. We also perform the following tasks:
-
Identify and assess the risks of material misstatement arising from fraud or error within the parent-only financial statements; design and execute countermeasures in response to said risks, and obtain sufficient and appropriate audit evidence to provide a basis of our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
-
Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
-
Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent-only financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
27
-
Evaluate the overall presentation, structure, and content of the parent-only financial statements (including relevant notes), and whether the parent-only financial statements adequately present the relevant transactions and events.
-
Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Company, to express an opinion on the standalone financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company.
The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).
We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and Other Discussions that may possibly be regarded as detrimental to our independence (including relevant protective measures).
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, 2023. 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: Chen, Ming-Hui
The Financial Supervisory Commission Securities and Futures Commission Approval R.O.C. Approved No. Document No. Jing-Guang-Zheng-Liu No. 0940161384 Tai-Cai-Zeng-VI No. 0930128050
Securities and Futures Commission Approval Document No.
February 21, 2024
28
TYNTEK Corporation
parent-only Balance Sheet
For the Years Ended December 31, 2023 and 2022
| Code 1100 1110 1136 1150 1170 1180 1200 1210 1220 130X 1479 11XX 1517 1535 1550 1600 1755 1780 1840 1915 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 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) Current tax assets (Note 25) Inventories (Note 11) Other current assets (Note 16) Total current assets non-current assets 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) Intangible assets (Note 15) Deferred tax assets (Note 25) Prepayments for equipment (Note 33) Other non-current assets (Note 16 and 30) Total non-current assets Total assets |
December 31,2023 Amount % $ 1,126,430 22 18,383 1 6,239 - 334 - 608,278 12 39,221 1 11,535 - 8,016 - 952 - 606,889 12 17,112 - 2,443,389 48 50,698 1 - - 682,406 14 1,735,243 34 80,246 2 12,334 - 47,675 1 17,446 - 2,710 - 2,628,758 52 $ 5,072,147 100 |
December 31,2023 Amount % $ 1,126,430 22 18,383 1 6,239 - 334 - 608,278 12 39,221 1 11,535 - 8,016 - 952 - 606,889 12 17,112 - 2,443,389 48 50,698 1 - - 682,406 14 1,735,243 34 80,246 2 12,334 - 47,675 1 17,446 - 2,710 - 2,628,758 52 $ 5,072,147 100 |
March 31,2022 | March 31,2022 | % 24 - - - 11 1 - - - 14 - 50 1 - 14 31 2 - 1 1 - 50 100 |
Code 2100 2120 2150 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 17 and 30) Financial liabilities at fair value through profit or loss - current (Note 7 and 30) Notes payable (Notes 18 and 30) Accounts payable (Notes 18 and 30) Accounts payable to related parties (Notes 18, 30, and 31) Other payables (Notes 19 and 30) Current tax liabilities (Note 25) Lease liabilities - current (Notes 14 and 30) Current portion of long-term borrowings (Notes 17 and 30) Unearned revenue (Notes 19, 27, and 30) Other current liabilities (Note 19) Total current liabilities non-current liabilities Long-term borrowings (Notes 17 and 30) Provisions - non-current (Note 20) Deferred tax liabilities (Note 25) Lease liabilities - non-current (Notes 14 and 30) Long-term deferred revenue (Notes 27 and 30) Defined benefit liability - non-current (Note 21) Other non-current liabilities (Note 19 and 30) Total non-current liabilities Total liabilities Equity (Note 22) Ordinary shares Capital surplus Retained earnings Statutory reserves Special reserves undistributed earnings Total retained earnings Other equities Total equity TOTAL LIABILITIES AND EQUITY |
December 31,2023 Amount % $ 28,210 1 - - 4 - 333,077 7 7,560 - 197,204 4 - - 3,222 - 178,765 3 9,746 - 10,806 - 768,594 15 344,917 7 19,894 - 525 - 79,976 2 694 - 15,063 - 4,038 - 465,107 9 1,233,701 24 3,006,223 59 245,261 5 286,048 6 46,381 1 291,768 6 624,197 13 37,235) ( 1) 3,838,446 76 $ 5,072,147 100 |
December 31,2023 Amount % $ 28,210 1 - - 4 - 333,077 7 7,560 - 197,204 4 - - 3,222 - 178,765 3 9,746 - 10,806 - 768,594 15 344,917 7 19,894 - 525 - 79,976 2 694 - 15,063 - 4,038 - 465,107 9 1,233,701 24 3,006,223 59 245,261 5 286,048 6 46,381 1 291,768 6 624,197 13 37,235) ( 1) 3,838,446 76 $ 5,072,147 100 |
Unit: NTD thousand December 31,2022 |
Unit: NTD thousand December 31,2022 |
Unit: NTD thousand December 31,2022 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 1,126,430 18,383 6,239 334 608,278 39,221 11,535 8,016 952 606,889 17,112 2,443,389 50,698 - 682,406 1,735,243 80,246 12,334 47,675 17,446 2,710 2,628,758 $ 5,072,147 |
Amount $ 1,232,790 24,248 - 615 580,928 35,296 7,949 8,014 - 715,679 9,771 2,615,290 35,857 6,665 741,050 1,651,585 82,174 6,708 35,469 60,488 1,603 2,621,599 $ 5,236,889 |
Amount $ 28,210 - 4 333,077 7,560 197,204 - 3,222 178,765 9,746 10,806 768,594 344,917 19,894 525 79,976 694 15,063 4,038 465,107 1,233,701 3,006,223 245,261 286,048 46,381 291,768 624,197 37,235) 3,838,446 $ 5,072,147 |
Amount $ 54,629 344 27 283,695 1,705 206,332 20,236 2,872 137,861 11,375 10,390 729,466 420,814 18,444 2,655 81,679 846 18,862 4,038 547,338 1,276,804 3,006,223 243,873 286,048 37,523 432,801 756,372 46,383) 3,960,085 $ 5,236,889 |
% | |||||||||||||
( |
( |
( |
( |
1 - - 6 - 4 - - 3 - - 14 8 - - 2 - - - 10 24 57 5 6 1 8 15 1) 76 100 |
The accompanying notes are an integral part of the parent-only financial statements.
Chairman: Chou Wen-Long
Manager: Lee Jung-Huan
Accounting Supervisor: Li, Hsiao-Ping
29
TYNTEK Corporation
parent-only Statement of Comprehensive Income
For the Year Ended December 31, 2023 and 2022
Unit: NTD thousands; loss per share in NTD
| Code 4000 Operating revenue (Notes 23 and 31) 5000 Operating cost (Notes 11, 24, and 31) 5900 Gross income from operations Operating expenses 6100 Selling and marketing expenses (Notes 24) 6200 Administrative expenses (Notes 24) 6300 Research and development expense (Notes 24) 6000 Total operating expenses 6550 Other income and expenses, net (Note 24) 6900 Net operating (loss) profit Non-operating income and expense 7100 Interest revenue (Note 24 and 31) 7010 Other income (Notes 24 and 31) 7020 Other gains or losses (Note 24) 7050 Financial costs (Note 24) 7070 Share of profit or loss of subsidiaries and associates accounted for using equity method (Note 12) 7000 Total non-operating income and expenses |
2023 | ||
|---|---|---|---|
| Amount $ 2,003,883 1,803,730 200,153 32,848 147,078 121,711 301,637 520 100,964) 10,219 9,583 1,730 11,848 ) 56,020) 46,336) |
|||
( ( ( ( |
(Continued on next page)
30
(Continued from previous page)
| Code 7900 Net loss before tax 7950 Income tax income (expense) (Note 25) 8200 Net loss of the current year Other comprehensive income (net amount) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans (Note 21) 8316 Unrealized gains (losses) on investments in equity instruments at FVTOCI (Note 22) 8336 Unrealized gains (losses) on equity instruments of subsidiaries, associates, and joint ventures at FVOCI accounted for using the equity method (Note 22) 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 22) 8360 Items that may be reclassified subsequently to profit or loss (Note 22): 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 |
2023 | % ( 8 ) ( 1) ( 7) - 1 - - - - |
2022 | |||
|---|---|---|---|---|---|---|
| Amount $ 147,300 ) 15,346) 131,954) 221 ) 14,841 1,069 2,968 ) 4,742 ) 948 |
Amount $ 161,979 ) 19,526 181,505) 8,030 29,815 ) 3,344 ) 5,963 4,060 812) |
% | ||||
| ( ( ( ( ( ( |
( ( ( ( ( |
( 7 ) 1 ( 8) - ( 1 ) - - - - |
31
| 8300 Other comprehensive income of the current year (net amount after tax) 8500 Total comprehensive income of the current year ( Loss per share (Note 26) 9710 Basic ( 9810 Diluted ( |
8,927 $ 123,027) ( $ 0.44) $ 0.44) |
1 ( 6) ( ( ( |
15,918) ( $ 197,423) ( $ 0.60) $ 0.60) |
1) 9) |
|---|---|---|---|---|
The accompanying notes are an integral part of the parent-only financial statements. Chairman: Chou Wen-Long Manager: Lee Jung-Huan Accounting Supervisor: Li, Hsiao-Ping
32
TYNTEK Corporation
parent-only Statement of Changes in Equity
For the Year Ended December 31, 2023 and 2022
Unit: NTD thousand
| Code A1 Balance at January 1, 2022 Earning appropriation and distribution for 2021 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 Net loss of 2022 D3 2022 other comprehensive income after tax D5 2022 total comprehensive income Z1 Balance at December 31, 2022 Earning appropriation and distribution for 2022 B17 Appropriated as special reserve C7 Changes in associates and joint ventures accounted for using the equity method D1 Net loss of 2023 D3 2023 other comprehensive income after tax D5 2023 total comprehensive income M7 Changes in ownership interest of subsidiary Z1 Balance at December 31, 2023 |
Share capital Shares (thousand) Amount 300,621 $ 3,006,223 - - - - - - - - - - - - - - 300,621 3,006,223 - - - - - - - - - - - - 300,621 $ 3,006,223 |
Share capital Shares (thousand) Amount 300,621 $ 3,006,223 - - - - - - - - - - - - - - 300,621 3,006,223 - - - - - - - - - - - - 300,621 $ 3,006,223 |
Capital surplus $ 243,639 - - - 234 - - - 243,873 - 145 - - - 1,243 $ 245,261 |
Retained earnings | Undistributed earnings $ 960,086 71,480 ) 18,292 300,622 ) - 181,505 ) 8,030 173,475) 432,801 8,858 ) - 131,954 ) 221) 132,175) - $ 291,768 |
Other items of equity Exchange Differences in Translating the Financial Statements of ForeignOperations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 22,851 ) $ 416 - - - - - - - - - - 3,248 ( 27,196) 3,248 ( 27,196) ( 19,603 ) ( 26,780 ) - - - - - - ( 3,794) 12,942 ( 3,794) 12,942 - - ($ 23,397) ($ 13,838) |
Other items of equity Exchange Differences in Translating the Financial Statements of ForeignOperations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 22,851 ) $ 416 - - - - - - - - - - 3,248 ( 27,196) 3,248 ( 27,196) ( 19,603 ) ( 26,780 ) - - - - - - ( 3,794) 12,942 ( 3,794) 12,942 - - ($ 23,397) ($ 13,838) |
Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences in Translating the Financial Statements of ForeignOperations ( $ 22,851 ) - - - - - 3,248 3,248 ( 19,603 ) - - - ( 3,794) ( 3,794) - ($ 23,397) |
|||||||||||
| Shares (thousand) 300,621 - - - - - - - 300,621 - - - - - - 300,621 |
Statutory reserves $ 214,568 71,480 - - - - - - 286,048 - - - - - - $ 286,048 |
Special reserve $ 55,815 - ( 18,292 ) - - - - - 37,523 8,858 - - - - - $ 46,381 |
|||||||||
( |
( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
( ( ( ( ( ( |
$ 4,457,896 - - 300,622 ) 234 181,505 ) 15,918) 197,423) 3,960,085 - 145 131,954 ) 8,927 123,027) 1,243 $ 3,838,446 |
The accompanying notes are an integral part of the parent-only financial statements.
Chairman: Chou Wen-Long
Manager: Lee Jung-Huan
Accounting Supervisor: Li, Hsiao-Ping
33
TYNTEK Corporation
parent-only Statement of Cash Flows
For the Year Ended December 31, 2023 and 2022
Unit: NTD thousand
| Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Net loss before tax of the current year A20010 Adjustments for: A20100 Depreciation expense A20200 Amortization expenses A20400 Net loss on financial assets and liabilities at FVTPL A20900 Financial costs A21200 Interest income A21300 Dividend revenue A22400 Share of profit or loss of subsidiaries and associates accounted for using equity method A23700 Losses on inventory valuation and obsolescence losses A23800 Gain on recovery of inventory valuation and obsolescence loss A22500 Gains on disposal of property, plant and equipment A24100 Unrealized net losses (gains) on foreign currency exchange A29900 Loss from disposal of subsidiary A29900 Gains on lease modification A30000 Changes in operating assets and liabilities A31130 Note receivable A31150 Accounts receivable - related parties A31180 Other receivables (related parties) A31200 Inventories A31230 Pre-payments A31240 Other current assets A32130 Note payable A32150 Accounts payable - related parties 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 paid AAAA Net cash inflow from operating activities |
2023 ( $ 147,300 ) 255,806 2,376 7,854 11,848 ( 10,219 ) ( 2,494 ) 56,020 - ( 6,217 ) ( 520 ) 5,308 24 - 281 ( 44,911 ) ( 3,215 ) 115,007 ( 7,517 ) 176 ( 23 ) 56,032 ( 14,073 ) 1,450 416 ( 4,069) 272,040 ( 11,967 ) ( 22,174) 237,899 |
2022 |
|---|---|---|
| ( $ 161,979 ) 230,834 1,323 118,607 10,955 ( 4,231 ) ( 5,814 ) 196,440 27,880 - ( 452 ) ( 8,889 ) - ( 1 ) 762 422,884 2,725 9,001 581 ( 187 ) 27 ( 144,065 ) ( 49,866 ) 1,637 ( 18,128 ) ( 11,013) 619,031 ( 10,208 ) ( 5,600) 603,223 |
(Continued on next page)
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(Continued from previous page)
| Code | 2023 | 2022 | |||
|---|---|---|---|---|---|
| Net cash flows of investing activities | |||||
| B00010 | Acquisition of financial assets at |
||||
| FVTOCI |
$ | - |
( $ | 2,247 ) |
|
| B00040 | Acquisition of financial assets at |
||||
| amortized cost |
( | 6,239 ) | - | ||
| B00050 | Disposal of financial assets at amortized |
||||
| cost | 6,665 | 43,521 | |||
| B00200 | Disposal of financial assets at FVTPL |
- | 144,051 | ||
| B01900 | Disposal of long-term investments in |
||||
| equity using the equity method | - | 3,186 | |||
| B02400 | Refunds for subsidiary's capital |
||||
| reduction | - | 215,631 | |||
| B02700 | Acquisition of property, plant, and |
||||
| equipment |
( | 330,910 ) |
( | 124,148 ) | |
| B02800 | Proceeds from disposal of property, |
||||
| plant and equipment | 520 | 2,232 | |||
| B03700 | Decrease in refundable deposits |
- | 7 | ||
| B04500 | Acquisition of intangible assets |
( | 8,002 ) |
( | 6,573 ) |
| B06500 | Decrease in other financial assets |
- | 84 | ||
| B07100 | Decrease (increase) in pre-payments for |
||||
| equipment | 43,042 |
( | 222,702 ) | ||
| B07500 | Interest received |
9,846 | 4,096 | ||
| B07600 | Dividends received |
2,494 | 5,814 | ||
| B09900 | Collection of dividends from |
||||
| subsidiaries | 364 | 50,198 | |||
| B09900 | Other investing activities |
( | 1,107) |
( | 1,161) |
| BBBB | Net cash inflow (outflow) from |
||||
| investing activities |
( | 283,327) |
111,989 | ||
| Cash flows from financing activities | |||||
| C00100 | Increase in short-term borrowings |
141,087 | 163,510 | ||
| C00200 | Decrease in short-term borrowings |
( | 164,869 ) |
( | 206,885 ) |
| C01600 | Proceeds from long-term borrowings |
111,560 | 55,060 | ||
| C01700 | Repayments of long-term borrowings |
( | 148,334 ) |
( | 135,475 ) |
| C03000 | Decrease in guarantee deposits received |
- |
( | 2,058 ) | |
| C04020 | Repayment of the principal portion of |
||||
| leases |
( | 2,915 ) |
( | 3,152 ) | |
| C04500 | Cash dividends distributed |
- |
( | 300,622) | |
| CCCC | Net cash outflows from financing |
||||
| activities |
( | 63,471) |
( | 429,622) | |
| DDDD | Effects of exchange rate changes on the | ||||
| balance of cash held in foreign currencies |
2,539 |
6,975 | |||
| EEEE | Increase (decrease) in cash and equivalents |
( | 106,360 ) | 292,565 | |
| E00100 | Balance of cash and cash equivalents at the | ||||
| beginning of the year |
1,232,790 |
940,225 | |||
| E00200 | Balance of cash and cash equivalents at the | ||||
| end of the year |
$ | 1,126,430 |
$ | 1,232,790 | |
| The accompanying notes are an integral part of the parent-only financial | statements. | ||||
| Chairman: Chou Wen-Long Manager: Lee Jung-Huan |
Accounting | Supervisor: Li, | |||
| Hsiao-Ping |
- 35 -
[Attachment 4]
TYNTEK Corporation Table of 2023 Earnings Distribution
Unit: NTD$
| Unit: NTD$ | |
|---|---|
| Item | Amount (NTD) |
| Undistributed earnings in the beginning of the period |
$ 423,942,204 |
| Less: actuarial gains and losses accounted in retained earnings |
(221,221) |
| Plus: reversal of special reserve appropriated as required bylaws |
8,858,254 |
| **Undistributed earnings ** | 432,579,237 |
| Loss after tax in 2023 | (131,952,551) |
| Distributable earnings of the period (after loss compensation) |
$ 300,626,686 |
| Less: distributable items Dividend to shareholders - cash (NT$0.2 per share) Note 1.2 Dividend to shareholders- shares |
(60,124,450) 0 |
| Undistributed earnings at the end of the period | $ 240,502,236 |
Note 1: It was resolved by the Company's board of directors and was reported to the shareholders' meeting.
-
Note 2: 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, it is intended to authorize the Chairman with full power upon the resolution adopted by the Board of Directors.
-
Note 3: 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: Chou Wen-Long Manager: Lee Jung-Huan Accounting Supervisor: Li, Hsiao-Ping
- 36 -
[Attachment 5]
TYNTEK Corporation Comparison Table of Amendments to the “Rules and Procedures of Shareholders Meetings”
| Meetings” | |||
|---|---|---|---|
| Amended Clause | Current Clause | Reason for Amendment |
|
| 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. The Company convening a shareholders'meeting via videoconference shall be stated in the Articles of Incorporation, unless Regulations Governing the Administration of Shareholder Services of Public Companies specifies otherwise, and resolved by the board of directors; such resolution shall be adopted by the majority of the attending directors in a board meeting attended by at least two-thirds of directors. |
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. |
Amended the rules of convening shareholders' meetings via videoconference to accommodate the amendments to regulations. |
|
| 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. When a shareholders’ meeting is convened by video conference, after the chair declares the voting closed, the votes shall be counted at once, and the voting and election results shall be announced. |
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. When a shareholders’ meeting is convened by video conference, after the chair declares the voting closed, the votes shall be counted at once, and the voting and election results shall be announced. |
Amended the matters to be specified and Other Discussions to be noted when convening shareholders' meetings via videoconference to accommodate the amendments to regulations. |
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| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under the circumstance where a meeting is not required to be postponed and resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, and no troubleshooting can be done, the meeting shall be postponed and resumed within five days, in which case Article 182 of the Company Act shall not apply. During a postponed or resumed session of a shareholders meeting held under the preceding paragraph, no further discussion or resolution is required for proposals or elections for which votes have been cast and counted and results have been announced. When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies. The shareholders listed in the shareholder roster at the book-closure of the original shareholders’ meeting are entitled toattendthe shareholders’ |
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under the circumstance where a meeting is not required to be postponed and resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, and no troubleshooting can be done, the meeting shall be postponed and resumed within five days, in which case Article 182 of the Company Act shall not apply. During a postponed or resumed session of a shareholders meeting held under the preceding paragraph, no further discussion or resolution is required for proposals or elections for which votes have been cast and counted and results have been announced. When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies. The shareholders listed in the shareholder roster at the book-closure of the original shareholders’ meeting are entitled toattendthe shareholders’ |
- 38 -
| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| meeting. When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in paragraph 4, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for resolutions by a shareholder meeting, then the shareholders meeting shall continue, and no postponement and resumption thereof under paragraph 4 is required. When a shareholders’ meeting is to be convened by video conference, appropriate alternatives to shareholders who have difficulty participating in the meeting by video means shall be provided.Except under the circumstances specified in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection equipment and necessary assistance, and specify the period for shareholders to apply to the Company and other relevant matters to be noted clearly in the notice of the shareholders' meeting. 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 results shall be announced on-site immediately, including the names of those elected as directors and those wholost the election andthe |
meeting. When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in paragraph 4, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for resolutions by a shareholder meeting, then the shareholders meeting shall continue, and no postponement and resumption thereof under paragraph 4 is required. When a shareholders’ meeting is to be convened by video conference, appropriate alternatives to shareholders who have difficulty participating in the meeting by video means shall be provided. 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 results shall be announced on-site immediately, including the names of those elected as directors and those who lost the election and the numbers of votes each candidate won. |
- 39 -
| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| numbers of votes each candidate won. |
|||
| 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. The seventh amendment was made on May 29, 2023. The 8th amendment was made on May 30, 2024. |
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. The seventh amendment was made on May 29, 2023. |
Added the date of the eighth amendment. |
- 40 -
[Attachment 6]
TYNTEK Corporation Comparison Table of Amendments to the “Handling Procedures for Acquisition and Disposal of Assets”
| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| IV. Operating procedures: (I) Authorization amount and level 1. Marketable Securities: (Omitted) 2. Derivative Transactions (1) Hedging transactions: Based on changes in the Company's turnover and risk positions, the Chairman designates staff to conduct transactions with a transacted position less than US$1 million (including the equivalent currencies) each; any transactions exceeding US$1 million shall be approved by the Chairman. (2) Non-hedging transactions: In order to reduce risks, when a single transaction position is more than US$500,000 and less than US$1 million (inclusive) or the cumulative trading position (effective position) is more than US$10 million (including the equivalent currencies) shall be submitted to the Chairman for approval, and a single transaction of more than US$1 million shall be approved by the Board of Directors before the relevant transaction is proceeded. (3) For the Company's authorization to cope with banks’ relative supervision and management, banks must be informed with the authorized trading personnel. (4) Any derivative transactions authorized under (2) above shall be subsequently reported to the Board of Directors at the soonest board meeting. |
IV. Operating procedures: (I) Authorization amount and level 1. Marketable Securities: (Omitted) 2. Derivative Transactions (1) Hedging transactions: Based on changes in the Company's turnover and risk positions, the Chairman designates staff to conduct transactions with a transacted position less than US$1 million (including the equivalent currencies) each; any transactions exceeding US$1 million shall be approved by the Chairman.Such transactions shall be submitted to the soonest board meeting for ratification. (2) Non-hedging transactions: In order to reduce risks, when a single transaction position is more than US$500,000 and less than US$1 million (inclusive) or the cumulative trading position (effective position) is more than US$10 million (including the equivalent currencies) shall be submitted to the Chairman for approval, and a single transaction of more than US$1 million shall be approved by the Board of Directors before the relevant transaction is proceeded. (3) For the Company's authorization to cope with banks’ relative supervision and management, banks must be informed with the authorized trading personnel. (4) Any derivative transactions authorized under (2) above shall be subsequently reported to the Board of Directors at the soonest board meeting. |
The Chairman has been authorized to determine derivative trading, and the requirement to be submitted to the Board of Directors for ratification is deleted. |
- 41 -
| Amended Clause | Current Clause | Reason for Amendment |
|---|---|---|
| 3. Transactions with related parties: The relevant information shall be prepared in accordance with Chapter II of these Procedures, and the relevant provisions of Article 11 of the Procedures shall be submitted to the Board of Directors for approval. 4. Merger, demerger, acquisition or transfer of shares: The relevant procedures shall be complied with and relevant documents shall be prepared in accordance with Chapter IV of these Procedures. The merger, demerger and acquisition shall be approved by the shareholders' meeting. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. The transfer of shares shall be only made upon the approval of the board of directors. 5. Others: All transactions shall be conducted in accordance with the operating procedures under the internal control system and authority of approval. Where the transaction amount reaches the threshold for announcement and reporting in Article 5, except that the acquisition or disposal of business equipment or |
3. Transactions with related parties: The relevant information shall be prepared in accordance with Chapter II of these Procedures, and the relevant provisions of Article 11 of the Procedures shall be submitted to the Board of Directors for approval. 4. Merger, demerger, acquisition or transfer of shares: The relevant procedures shall be complied with and relevant documents shall be prepared in accordance with Chapter IV of these Procedures. The merger, demerger and acquisition shall be approved by the shareholders' meeting. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. The transfer of shares shall be only made upon the approval of the board of directors. 5. Others: All transactions shall be conducted in accordance with the operating procedures under the internal control system and authority of approval. Where the transaction amount reaches the threshold for announcement and reporting in Article 5, except that the acquisition or disposal of business equipment or |
- 42 -
| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| its right-of-use assets may be ratified by reporting to the Board of Directors afterwards, other transactions are subject to the resolutions of the Board of Directors. For any matters specified in Article 185 of the Company Act, approvals shall be resolved by the shareholders' meeting in advance. (II) Executing unit and transaction process(omitted) |
its right-of-use assets may be ratified by reporting to the Board of Directors afterwards, other transactions are subject to the resolutions of the Board of Directors. For any matters specified in Article 185 of the Company Act, approvals shall be resolved by the shareholders' meeting in advance. (II) Executing unit and transaction process(omitted) |
||
| XXIX. These Procedures were established on May 25, 1996. The 1st to 15th amendments are omitted The 16th amendment was made on May 29, 2023. The 17th amendment was made on May 30, 2024. |
XXIX. These Procedures were established on May 25, 1996. The 1st to 15th amendments are omitted The 16th amendment was made on May 29, 2023. |
Added the date of the seventeenth amendment. |
- 43 -
[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 Discussions 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 sign-in cards handed in, plus the number of shares whose voting rights are exercised by electronically, and the shares checked in on the virtual meeting platform.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register at the venue or website assigned by the Company two days before the meeting date.
-
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
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to the opinions of the independent Directors with respect to the place and time of the meeting.
When the Company convenes a shareholders’ meeting by video conference, it is not subject to the restriction on the venue of the meeting under the preceding paragraph. For virtual shareholders meetings, shareholders shall begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
- 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 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.
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VIII.The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. 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
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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 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.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in two preceding paragraphs do not
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apply.
- XII. When a juristic person is appointed to attend a shareholders’ meeting as proxy, it shall designate only one person to represent it in the meeting.
When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
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XIII. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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XIV. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
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XV. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When a shareholders’ meeting is convened by video conference, after the chair declares the voting closed, the votes shall be counted at once, and the voting and election results shall be announced.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under the circumstance where a meeting is not required to be postponed and resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, and no troubleshooting can be done, the meeting shall be postponed and resumed within five days, in which case Article 182 of the Company Act shall not apply.
During a postponed or resumed session of a shareholders meeting held under the preceding paragraph, no further discussion or resolution is required for proposals or elections for which votes have been cast and counted and results have been announced.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies. The shareholders listed in the shareholder roster at the book-
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closure of the original shareholders’ meeting are entitled to attend the shareholders’ meeting.
When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in paragraph 4, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for resolutions by a shareholder meeting, then the shareholders meeting shall continue, and no postponement and resumption thereof under paragraph 4 is required.
When a shareholders’ meeting is to be convened by video conference, appropriate alternatives to shareholders who have difficulty participating in the meeting by video means shall be provided.
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 results shall be announced on-site immediately, including the names of those elected as directors and those who lost the election and the numbers of votes each candidate won.
- 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.
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XXI. These Rules were approved and enacted on May 24, 1996. The first amendment was made on May 24, 1997. The second amendment was made on March 23, 1998. The third amendment was made on June 17, 2002. The fourth amendment was made on June 9, 2015. The fifth amendment was made on June 14, 2018. The sixth amendment was made on June 23, 2020. The sixth amendment was made on June 23, 2020. The Seventh amendment was made on May 29, 2023.
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[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.
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II. CC01060 Wired Communication Mechanical Equipment Manufacturing.
III. CC01070 Wireless Communication Mechanical Equipment Manufacturing.
-
IV. CC01020 Electric Wires and Cables Manufacturing.
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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.
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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.
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X. CC01040 Lighting Equipment Manufacturing. (Limited to business operation by branch offices outside the science park)
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XI. F119010 Wholesale of Electronic Materials. (Limited to business operation by branch offices outside the science park)
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XII. F219010 Retail Sale of Electronic Materials. (Limited to business operation by branch offices outside the science park)
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 branch offices outside the science park)
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Article 3: The Company is headquartered in the Hsinchu Science Park, R.O.C. (Taiwan) and may establish branch offices or factories at home and abroad when necessary, upon the resolution by the Board of Directors and with the competent authority’s approval. The external investment total amount made by the Company may exceed 40% of paid-in capital and may also provide guarantee to the external based on the business needs.
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Article 4: The public announcement method of the Company shall be handled in accordance with the provision of Article 28 of the Company Act.
Chapter 2 Shares
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Article 5: The total capital of the Company shall be NTD 700,000,000, divided into 70,000,000 shares, at a par value of NTD 10, and issued at discrete times. For the unissued shares, the Board of Directors is authorized to issue separately according to the resolutions reached and based on the actual needs.
-
The Company may issue employee stock option certificates, and an amount of NTD 100,000,000 may be reserved from the total number of shares described in the preceding paragraph, which is divided into 10,000,000 shares as the shares for the issuance of the employee stock option certificates at discrete times.
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Article 6: For the shares issued by the Company, the Company may be exempted from printing any share certificate for the shares issued, and shall register the issued shares with a centralized securities depositary enterprise.
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Shareholders of the Company performing shareholder services of share transfer, reporting of loss, inheritance, gift and chop loss/change or address change, etc., unless the laws and securities regulations specify otherwise, shall be handled according to the “Regulations Governing the Administration of Shareholder Services of Public Companies.”
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Article 7: Any change and transfer registration of shares shall be prohibited within sixty days prior to the ordinary shareholders’ meeting, thirty days prior to the extraordinary shareholders’ meeting, or five days prior to the record date for the distribution of dividends and bonuses or other interests by the Company.
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Article 7-1: Where the shares repurchased by the Company according to the laws are transferred to employees at a price lower than the average price of the shares actually repurchased by the Company, and where employee stock option certificates are issued at a price lower than the Company’s common share price closed on the date of issuance, such issuance shall only be made based on the consents of attending shareholders representing more than two-thirds of the total voting rights in a shareholders’ meeting attended by shareholders representing a majority of the total number of issued shares.
Chapter 3 Shareholders’ Meeting
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Article 8: The shareholder’s meetings are classified into ordinary shareholders’ meetings and extraordinary shareholders’ meetings. An ordinary shareholders’ meeting is held annually
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and shall be convened within six months after the end of each fiscal year according to the laws, and the Broad of Directors shall issue notice to all shareholders thirty days prior to the meeting. An extraordinary meeting may be held whenever necessary according to the laws, and all shareholders shall be informed fifteen days prior to the meeting.
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Article 8-1: When the Company convenes a shareholders’ meeting, it may hold a meeting by video or in other methods announced by the central competent authority and shall adopt shareholders’ exercise of voting rights by electronic means, and the Company may adopt exercise of voting rights by correspondence or electronic means. When the Company adopts the exercise of voting rights by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice.
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Article 9: Where a shareholder for any reasons cannot attend a shareholders’ meeting in person, he/she/it may appoint a proxy to attend the shareholders' meeting on his/her/its behalf by sealing and executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. The regulations for authorizing proxies to attend meetings on behalf of shareholders shall comply with the regulations of the Company Act and shall also be handled accordingly to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” announced by the competent authority. Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy shall be distributed to each shareholder within twenty days after the conclusion of the meeting. The preparation and distribution of the meeting minutes may be made via the public announcement method. The minutes of the shareholders' meeting shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The meeting minutes shall be kept persistently throughout the life of the Company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept for a minimum period of at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
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Article 9-1: Each shareholder of the Company shall have one voting right for each share in his/her/its possession, except where the shares are considered to have no voting right under circumstances described in Article 179 of the Company Act.
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Article 10: Unless the Company Act specifies otherwise, the Chairman of the Board shall be the chair of shareholders’ meetings. In case where the Chairman is on leave or cannot exercise his/her power and authority for any cause, the Chairman may appoint a Director to act as a proxy thereof; where the Chairman fails to appoint a proxy, the Directors shall elect one Director from among themselves to act as the proxy thereof. Shareholders’ meetings shall be handled in accordance with the provisions of the Rules of Procedure for
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Shareholders’ Meeting of the Company.
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Article 11: Unless otherwise specified in the Company Act, any resolution at a shareholders’
-
meeting shall be adopted by a majority of the shareholders presented, who representing more than half of the total number of the company’s outstanding shares, and shall be executed based on the majority of the voting rights of attending shareholders.
Chapter 4 Directors
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Article 12: The Company shall have seven to eleven Directors. The election of Directors shall adopt the candidate’s nomination system, and the Director shall be elected by the shareholders' meeting from among the persons with disposing capacity, with the term of office of three years, and shall be eligible for re-elections. The Company may obtain Directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.The total number of registered shares of the Company held by all of the Directors shall be established according to the standard specified in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” announced by the Financial Supervisory Commission, R.O.C.
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Article 12-1: In the roster of Directors described in the preceding paragraph, the number of Independent Directors of the Company shall not be less than three and shall not be less than one fifth of the total number of Directors. Relevant matters of the professional qualification, concurrent job position limitation, determination of independence, nomination and election methods of the Independent Director as well as other necessary requirements shall comply with relevant regulations specified by the securities competent authority.
-
Independent Directors and non-independent Directors shall be elected at the same time but on separate ballots.
-
The Company may establish functional committees pursuant to laws and regulations or the needs of the Company.
-
Article 12-2: The Company establishes an Audit Committee since the twelfth term of Board of Directors. For the Audit Committee established in accordance with Article 14-4 of the Securities and Exchange Act, and the Audit Committee shall be formed by all of the Independent Directors. The Audit Committee or members of the Audit Committee shall be responsible for the execution of the authorities of Supervisors in accordance with the provisions of the Company Act, Securities and Exchange Act and other laws and regulations.
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Article 13: The Board of Directors shall be formed by Directors. A Chairman of the Board shall be elected from among the Directors during a Board of Directors’ meeting attended by more than two-thirds of the Directors and with the consents of more than half of all attending Directors. In addition, a Vice Chairman may also be elected from among the
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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.
-
(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.
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(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
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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 Discussions 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.
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.
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Article 18: For the current profit before tax for a fiscal year of the Company before deduction of the remuneration of employees and the remuneration of Directors, an amount equivalent to 5% to 15% of such profit before tax shall be appropriated as the remuneration of employees and an amount not greater than 5% of such profit before tax shall be appropriated as the remuneration of the Directors. However, if the Company still has accumulated losses (including adjustment of undistributed earnings amount), an amount shall be reserved for making up the accumulated loss first.
The remuneration of employees described in the preceding paragraph may be issued in
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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 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.
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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. 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. The thirty-five amendment was made on May 29, 2023.
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[Appendix 3]
TYNTEK Corporation Shareholdings of All Directors
| Base date:April 1,2024 | Base date:April 1,2024 | Base date:April 1,2024 | ||||
|---|---|---|---|---|---|---|
| Title | Name | Date elected | Tenure | Record on the shareholder roster on the book- closure date |
||
| Type | Shares | Shareholding percentage(%) |
||||
| Chairman | Chou, Wen-Long | 2021.07.02 | 3 years | Ordinary share |
166,813 | 0.055% |
| Director | Liang Dian Investment Co., Ltd. Representative: Su, Feng-Cheng |
2021.07.02 | 3 years | Ordinary share |
50,000 | 0.017% |
| Director | Wei Ban Investment Corporation Representative: Li, Cun-Jhong |
2021.07.02 | 3 years | Ordinary share |
50,000 | 0.017% |
| Director | Ennostar Inc. Representative: Lee, Jung-Huan |
2021.07.02 | 3 years | Ordinary share |
23,799,000 | 7.916% |
| 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% |
| Number of shares 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 1, 2024): 300,622,252 shares
Note 1: The statutory minimum shareholding of all directors: 12,024,890; as of April 1, 2024, the shareholding is 24,065,813 shares.
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;EPSinNTD Year Item 2024 (Estimated) Beginning paid-in capital 3,006,223 Cash and stock dividend distribution of the currentyear 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 sameperiod of lastyear 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 |
Unit: NTD thousands;EPSinNTD Year Item 2024 (Estimated) Beginning paid-in capital 3,006,223 Cash and stock dividend distribution of the currentyear 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 sameperiod of lastyear 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 |
Unit: NTD thousands;EPSinNTD Year Item 2024 (Estimated) Beginning paid-in capital 3,006,223 Cash and stock dividend distribution of the currentyear 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 sameperiod of lastyear 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 |
Unit: NTD thousands;EPSinNTD Year Item 2024 (Estimated) Beginning paid-in capital 3,006,223 Cash and stock dividend distribution of the currentyear 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 sameperiod of lastyear 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 |
|---|---|---|---|
| Year Item |
2024 (Estimated) |
||
| Beginning paid-in capital | 3,006,223 | ||
| Cash and stock dividend distribution of the currentyear |
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 sameperiod of lastyear | |||
| 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 2024 financial forecast information.
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[Appendix 5]
TYNTEK Corporation
Regulations for Election of Directors
Approved by the shareholders’ meeting for implementation on June 14, 2018
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I. Elections of Directors of the Company shall be conducted in accordance with these regulations.
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II. Elections of Directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
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The cumulative voting method shall be used for election of the Directors at the Company. Unless the Articles of Incorporation specify otherwise, each share shall have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
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III. The board of Directors shall prepare separate ballots for Directors in numbers corresponding to the Directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
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IV. Before the election begins, the chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel. The vote monitoring personnel shall be equipped with the shareholder status.
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V. For election of directors, the ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.
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VI. If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the candidate column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identification card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
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VII. A ballot is invalid under any of the following circumstances:
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(I) Ballots specified in the provisions of these regulations are not used.
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(II) A blank ballot is placed in the ballot box.
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(III) The writing is unclear and indecipherable or has been altered.
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(IV) The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder roster, or the candidate whose name is entered in the ballot is a nonshareholder, and the verification indicates that the candidate's name and identification
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card number are not in conformity.
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(V) Other words or marks are entered in addition to the candidate's account name (name) or shareholder account number (identification card number) and the number of voting rights allotted.
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(VI) Where the name of the candidate entered on the ballot is identical to that of another shareholder, but no shareholder account number or identification card number is provided on the ballot to identify such individual.
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(VII) Two or more candidates are listed in one single ballot.
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VIII. For the Directors of the Company, the shareholders’ meeting shall elect from candidates with capacity to make judicial acts, and the number of Directors shall be based on the requirements specified in the Company's Articles of Incorporation. The voting rights of Independent Directors and Non-independent Directors shall be counted separately. According to the results of the electronic communication platform and ballots statistical counting, the candidates receiving ballots representing the highest numbers of voting rights shall be elected as Directors or Independent Directors sequentially according to their respective numbers of votes. When two or more candidates receive the same number of votes, thus exceeding the number of seats specified, those candidates receiving the same number of votes shall draw lots to determine the winner, and in the event that any one of such candidates is absent, the chair shall draw lots on behalf of such candidate.
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IX. The qualification and election of Independent Directors of the Company shall comply with the provisions of the “Securities and Exchange Act”, “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies” and relevant regulations of the competent authority.
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X. The voting rights shall be calculated on site immediately after the end of the poll, and the results of the list of persons elected as Directors shall be announced by the chair on site.
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XI. The Board of Directors of the Company shall issue notifications to the persons elected as Directors.
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XII. Any matters not specified in these regulations shall be handled in accordance with the
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Company Act, Articles of Incorporation of the Company and relevant laws and regulations.
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XIII. These regulations shall be implemented after approval by the shareholders’ meeting, and the same requirements shall be applied to amendments of these regulations. These regulations were enacted on May 25, 1996.
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The first amendment was made on May 24, 1997.
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The second amendment was made on June 17, 2002.
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The third amendment was made on June 1, 2006.
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The fourth amendment was made on June 9, 2015.
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The fifth amendment was made on June 28, 2016.
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The sixth amendment was made on June 14, 2018.
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