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TYNTEK — AGM Information 2025
May 29, 2025
52074_rns_2025-05-29_a96c0707-5121-45c8-a122-dac8d5b52705.pdf
AGM Information
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Stock Code: 2426
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TYNTEK Corporation
2025 Regular Shareholders’ Meeting
Agenda Handbook
Date: 9:00 am, May 27, 2025 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. Extraordinary Motions ............................................................................................... 4 Three. Attachments................................................................................................................ 5 I. Business Report ............................................................................................................ 5 II. Audit Committee’s Review Report ............................................................................. 8 III. Independent Auditors’ Report and Financial Statements ........................................... 9 IV. Table of 2024 earnings distribution ......................................................................... 31 V. Table of Amendments to the Company's Business Integrity Procedures and Behavioral Guidelines ............................................................................................. 32 VI.Table of Amendments to the Articles of Incorporation and the Amended Articles of Incorporation ....................................................................................................... 34 Four. Appendices .................................................................................................................. 36 I. Rules of Procedure for Shareholders’ Meeting .......................................................... 36 II. Articles of Incorporation ........................................................................................... 42 III. Shareholdings of All Directors ................................................................................ 50 IV. The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate.......................................................................................... 51
One. Meeting Procedure
TYNTEK Corporation 2025 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. Extraordinary Motions
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VII. Adjournment
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Two. Meeting Agenda
TYNTEK Corporation
2025 Regular Shareholders' Meeting Agenda
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I. Form of Shareholders’ Meeting: Physical
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II. Time: 9:00 a.m., May 27, 2025
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 Su Feng-Cheng.
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VI. Chairperson’s Remarks
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VII. Report Items:
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(I) 2024 Business Report.
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(II) The Audit Committee’s Review Report on the 2024 financial statements.
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(III) Report on the 2024 employee remuneration and director remuneration distribution proposal.
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(IV) Report on 2024 cash dividend distribution.
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(V) Other Reports: Revised Corporate Business Integrity Procedures and Code of Conductf
Conduct.
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VIII. Ratifications Items:
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(I) 2024 Business Report and financial statements.
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(II) 2024 earnings distribution
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IX. Discussion Items:
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(I) Amendments to the Articles of Incorporation.
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X. Extraordinary Motions
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XI. Adjournment
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Report Items
Proposal 1
Cause: 2024 Business Report.
Explanation: Please refer to Attachment 1, Page 5~7 of the Handbook for the 2024 Business Report.
Proposal 2
Cause: The Audit Committee’s Review Report on the 2024 financial statements.
Description: Please refer to Attachment 2, Page 8 of the Handbook for the Audit Committee’s Review Report.
Proposal 3
Cause: Report on the 2024 employee remuneration and director remuneration distribution proposal. Description: According to Article 18 of the Company's Articles of Incorporation and the
resolution of the Board of Directors on February 19, 2025, the Company set aside 10% of the profit as remuneration to employees of NT$7,769,905, and 1.5% of the profit as remuneration to directors of NT$1,165,485. The Chairman is authorized to handle all matters related to the recipients, amounts, and employee eligibility criteria for the distribution.
Proposal 4
Cause: Report on 2024 cash dividend distribution
Description: Report on 2024 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 19, 2025 to approve the 2024 cash dividend of NT$30,062,225, or NT$0.1 per share.
Proposal 5
Cause: Other Reports
Description: Report on the amendments to the Company's Business Integrity Procedures and Behavioral Guidelines. Please refer to Attachment 5 on pages 32-33 of this Handbook for the amendment comparison table.
Ratification Items
Proposal 1 Proposed by the board of directors
Cause: The 2024 Business Report and financial statements are submitted for ratification.
Explanation: I. The Company’s 2024 Business Report and financial statements have been approved upon the resolution of the board of directors on February 19, 2025; the financial statements have been audited by Mei-Chen Tsai, CPA and Ming-hui Chen, CPA of Deloitte Taiwan. The aforesaid settlement books and statements have been
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submitted to and audited by the Audit Committee, with the Audit Report presented.
- II. Please refer to page 5~7 Attachment 1 and page 9~30, Attachments 3 of this handbook for the 2024 Business Report, Independent Auditors’ Report and financial statements.
III. Please ratify.
Resolution:
Proposal 2 Proposed by the board of directors
Cause: The proposal of 2024 earnings distribution is submitted for ratification.
Description: I. The proposal has been approved upon the resolution of the board of directors on February 19, 2025, and was submitted to and audited by the Audit Committee for reference.
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II. Pursuant to Articles 18 of the Articles of Incorporation, the Company plans to appropriate 10% of the profit as remuneration to employees of NT$7,769,905, and 1.5% of the profit as remuneration to directors of NT$1,165,485.
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III. For the 2024 earnings distribution table, please refer to Attachment 4 on page 31 of this handbook.
IV. Please ratify.
Resolution:
Discussion Items
Proposal 1 Proposed by the board of directors
Cause: Amendments to the Articles of Incorporation.
Description: In accordance with the Financial Supervisory Commission's letter dated November 8, 2024, which mandates that TWSE/TPEx-listed companies complete amendments to their articles of incorporation pursuant to Article 14, Paragraph 6 of the Securities and Exchange Act, it is proposed to amend some provisions of the Articles of Incorporation. Please refer to Attachments 6 on page 34 of this handbook for the table of the amendments for discussion.
Resolution:
Extraordinary Motions
Adjournment
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Three. Attachments
[Attachment 1]
TYNTEK Corporation Business Report
Looking back at 2024, with the gradual stabilization of the global economy and the easing of inflationary pressures, major economies showed signs of recovery. The Company continued to deepen its cooperation with the supply chain and customers, actively expanded into the European, American, and Asian markets, and optimized its product structure, driving revenue growth of 5.58% compared to 2023, and an increase in operating profit of NT$87,350 thousand. Although geopolitical tensions have not yet been completely eliminated, the Middle East situation is still volatile, and the uncertainty of the main energy supply chain has posed a challenge to the global market, the Company has successfully maintained its sales performance by strengthening its risk management and market response capabilities. Looking ahead to the future, the Company will continue to focus on technological innovation, improve product added value, consolidate its market competitive advantages, and create higher value for shareholders. Business performance and operations of the Company in 2024 are compared with the ones in 2023 as described in the following respectively:
(I) 2024 Implementation results of the 2023 business plan Unit: NTD thousand
| thousand | ||||
|---|---|---|---|---|
| Item | 2023 | 2024 | Percentage | difference % |
| Net sales amount | 2,267,637 | 2,394,131 |
126,494 |
5.58 |
| Operating profit (loss) | (143,225) | (55,875) |
87,350 |
-60.99 |
| Net non-operating income (expense) | (17,778) | 139,243 |
157,021 |
-883.23 |
| Net profit (loss) before tax | (161,003) | 83,368 |
244,371 |
-151.78 |
| Income tax expense | (25,308) | 18,214 |
43,522 |
-171.97 |
| Net profit (loss) of the period | (135,695) | 65,154 |
200,849 |
-148.02 |
| Basic earnings (loss) per share after tax (NT$) | (0.44) | 0.21 |
$0.65 |
-147.73 |
Note: The impacts of earnings per share and issuance of stock dividends have been included in the retrospective adjustment.
(II) Financial Revenue/Expenditure and Profitability Analysis Unit: NTD thousand
| item | 2023 | 2024 | |
|---|---|---|---|
| Financial structure (%) | Debt to total assets ratio | 27.47 | 22.18 |
| Long-term capital to property, plant & equipment ratio |
231.14 |
235.65 |
|
| Debt servicing capability (%) | Current ratio | 311.78 | 331.66 |
| Quick ratio | 228.01 | 253.40 |
|
| Profitability (%) | Return on asset | -2.30 | 1.46 |
| Return on shareholders’ equity | -3.24 | 1.68 |
|
| Net profit margin | -5.98 | 2.72 |
|
| Earnings per share (EPS) (NT$) | (0.44) | 0.21 |
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R&D status
The Company has always focused on product development, and has continued to launch innovative products, and has also received many government subsidies. With the rapid growth of the optoelectronics market, the application scope of various products continues to expand, and the market demand is rising. In order to keep up with the market trend, the Company will actively develop innovative technologies and continue to develop the following products to consolidate its competitive advantages and meet the diverse needs:
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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
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R. Flip Photo Diode
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S. PVG components
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T. Photo TRIAC components
Strategy
To achieve this year's operational goals, the Company will continue to comprehensively strengthen its core competitiveness in marketing, R&D, manufacturing, and management. In 2024, the Company will focus on the following business strategies:
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Optimize product mix and focus on high-margin products to improve overall operating efficiency and market competitiveness.
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Strengthen the development of material sources, diversify supply chain risks, and ensure stable supply.
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Continuously improve production efficiency and product quality, while reducing production costs.
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Cope with the growing demand in overseas markets, and actively expand the market share in in
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Europe, the Americas, and Japan.
Actively promote digital transformation and intelligent production, improve work efficiency, increase capital investment, and fully advance ESG strategies, enhance the efficiency of energy and water resource utilization, and achieve a win-win goal of economic benefits and environmental sustainability, thus creating maximum value for customers, investors, and the Company. The Company will set reasonable sales targets based on market supply and demand, industry environment, and its own production capacity. We firmly believe that a complete product line is an important cornerstone for the Company to achieve sustainable operations. In the future, we will continue to focus on new product development, improve product quality, strengthen customer satisfaction, and maintain a solid cooperative relationship with suppliers, to steadily promote the Company's long-term development.
Future outlook
In terms of sales, the Company has been developing the Asian market and actively expanding into the European and American markets, in order to expand its market share and increase its overall market share. In the medical and wearable device fields, it is expected that the demand for applications of sensing components will continue to grow rapidly compared to last year. The Company will focus on the North American and Northeast Asian markets to accelerate the expansion of its market. In terms of automotive protection components, the Company will also expand the scope of application, deepen the deployment in the European and Southeast Asian markets, and further improve the market penetration rate. For light source transmitters and high-voltage receiver components in the industrial control market, we anticipate a continuation of last year's strong growth momentum, contributing steadily to revenue. Furthermore, the application of long-wavelength SWIR technology is becoming increasingly widespread, particularly in the fields of under-display sensing and ranging. The Company will fully enhance our market share in this area to continuously meet the rapidly growing market demand and strengthen our competitiveness
TYNTEK Corporation
Chairman: Su, Feng-Cheng
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 2024 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 Mei-Chen Tsai, CPA and Ming-hui Chen, 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
2025 Regular Shareholders’ Meeting
TYNTEK Corporation
Audit Committee
Convener: Yeh, Sheng-Fa
February 19, 2025
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[Attachment 3]
Independent Auditors’ Review Report
To TYNTEK Corporation,
Audit opinion
We have audited the accompanying consolidated balance sheets of TYNTEK Corporation (the "Company") and its subsidiaries (collectively, the “Group”) as of December 31, 2024 and 2023 and for the years then ended, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the related notes, including a summary of significant accounting policies (collectively, the "consolidated financial statements").
In our opinion, based on our audits and the reports of other independent auditors (please refer to the "Other Matters" section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023 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,
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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, 2024, based on our professional 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, 2024, are stated as follows:
Sales recognition
The Group’s 2024 consolidated operating income was NT$2,394,131 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, to verify the actual occurrence of the sales, and check whether there is any anomaly existing in the sales counterparties and the payment recipients.
Other Matters
The Company has also prepared the parent company only financial statements for the years ended December 31, 2024 and 2023, 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, 2024 and 2023, the balance of investment in the aforementioned investees using the equity method was NT$177,048 thousand and NT$186,898 thousand, accounting for
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3.57% and 3.49% of the consolidated total assets, respectively, and the share of profit or loss on associates recognized using the equity method for the year ended December 31, 2024 and 2023 was NT$(6,733) thousand and NT$(2,071) thousand, accounting for (8.08)% and 1.29% of the consolidated net (income) loss before tax.
Responsibilities of the management and the governing body for the consolidated financial statements
The responsibilities of the management are to prepare the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS and IAS, as well as IFRIC and SIC interpretations endorsed and entered into effect by the FSC, and to maintain necessary internal control associated with the preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.
In preparing the consolidated financial statements, the management is responsible for assessing the ability of the Group in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Group or cease the operations without other viable alternatives.
The governing body of the Group (including the Audit Committee) is responsible for supervising the financial reporting process.
Auditor's responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards 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.
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Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
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Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
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Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
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Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the consolidated financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure, and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements adequately present the relevant transactions and events.
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Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Group, to express an opinion on the consolidated financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.
The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).
We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).
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, 2024. We have clearly indicated such matters in the auditors' report unless legal regulations
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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 Tsai, Mei-Chen CPA Chen, Ming-Hui
The Financial Supervisory Commission Securities and Futures Commission Approval R.O.C. Approved No. Document No. Jing-Guang-Zheng-Shen-Zi No. Tai-Cai-Zeng-VI No. 0930128050 1010028123
February 19, 2025
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TYNTEK Corporation and Its Subsidiaries Consolidated balance sheet
For the Years Ended December 31, 2024 and 2023
Unit: NTD thousand
| Code 1100 1110 1136 1150 1170 1180 1200 1220 130X 1410 1476 1479 11XX 1517 1550 1600 1755 1780 1840 1915 1920 1980 1990 15XX 1XXX |
Asset Current assets Cash and cash equivalents (Notes 6 and 33) Financial assets at FVTPL - Current (Notes 7 and 33) Financial assets at amortized cost - current (Note 9 33, and 35) Notes receivable, net (Notes 10 and 33) Net accounts receivable (Notes 10, 25, 33, and 35) Accounts receivable - related parties, net (Notes 10, 25, 33 , and 34) Other receivables (Notes 10, 32, and 33) Current tax assets (Note 27) Inventories (Note 11) Prepayments (Notes 17 and 36) Other financial assets (Notes 18, 33, and 35) Other current assets (Note 18) Total current assets non-current assets Financial assets at FVTOCI -non-current (Note 8 and 33) Investments accounted for using equity method (Note 13) Property, plant and equipment (Notes 14, 35, and 3 6) Right-of-use assets (Note 15) Other intangible assets (Note 16) Deferred tax assets (Note 27) Prepayments for equipment (Note 36) Refundable deposits (Note 33) Other financial assets - non-current (Notes 18, 33, and 3 5) Other non-current assets - others (Note 18) Total non-current assets Total assets |
Dec. 31,2024 Amount % $ 1,096,429 22 12,302 - 196,330 4 363 - 735,224 15 48,522 1 15,748 - - - 634,527 13 15,824 1 - - 878 - 2,756,147 56 70,213 2 235,060 5 1,751,993 35 64,007 1 13,272 - 45,037 1 18,557 - 311 - - - 4,923 - 2,203,373 44 $ 4,959,520 100 |
Dec. 31,2023 Amount % $ 1,189,849 22 221,471 4 48,439 1 15,145 - 672,249 13 39,125 1 11,609 - 1,370 - 783,230 15 26,156 - 2,511 - 1,314 - 3,012,468 56 61,327 1 186,898 4 1,896,813 36 95,719 2 12,431 - 51,772 1 17,446 - 3,406 - 4,506 - 7,793 - 2,338,111 44 $ 5,350,579 100 |
Code 2100 2120 2130 2150 2170 2180 2200 2230 2280 2320 2313 2399 21XX 2540 2550 2570 2580 2630 2645 2640 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 31XX 36XX 3XXX |
LIABILITIES AND EQUITY Current liabilities Short-term borrowings (Notes 19, 33, and 35) Financial liability at FVTPL - Current (Notes 7 and 33) Contract liabilities - Current (Note 25) Notes payable (Notes 20 and 33) Accounts payable (Notes 20 and 33) Accounts payable - related parties (Notes 20, 33, and 34) Other payables (Notes 21 and 33) Current tax liabilities (Note 27) Lease liabilities - current (Notes 15 and 33) Current portion of long-term borrowings (Notes 19, 33, and 35) Deferred revenue (Notes 21, 29, and 33) Other current liabilities (Note 21) Total current liabilities Non-current liabilities Long-term borrowings (Notes 19, 33, and 35) Provisions - non-current (Note 22) Deferred tax liabilities (Note 27) Lease liabilities - non-current (Notes 15 and 33) Long-term deferred income (Notes 19, 29, and 33) Guarantee deposits received (Note 33) Defined benefit liability - non-current (Note 23 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 |
Dec. 31,2024 Amount % $ 46,609 1 8,971 - - - - - 344,617 7 9,688 - 216,993 5 8,427 - 2,934 - 172,615 4 7,492 - 12,672 - 831,018 17 173,309 4 20,465 - 6,857 - 60,872 1 176 - 251 - 7,078 - 269,008 5 1,100,026 22 3,006,223 61 245,685 5 286,048 6 37,523 1 307,481 6 631,052 13 23,466) ( 1) 3,859,494 78 - - 3,859,494 78 $ 4,959,520 100 |
Dec. 31,2023 | Dec. 31,2023 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 1,096,429 12,302 196,330 363 735,224 48,522 15,748 - 634,527 15,824 - 878 2,756,147 70,213 235,060 1,751,993 64,007 13,272 45,037 18,557 311 - 4,923 2,203,373 $ 4,959,520 |
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 $ 46,609 8,971 - - 344,617 9,688 216,993 8,427 2,934 172,615 7,492 12,672 831,018 173,309 20,465 6,857 60,872 176 251 7,078 269,008 1,100,026 3,006,223 245,685 286,048 37,523 307,481 631,052 23,466) 3,859,494 - 3,859,494 $ 4,959,520 |
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 85,614 694 333 15,063 503,565 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 |
% | ||||||||
( |
( |
2 - - - 8 - 4 - - 4 - - 18 7 - - 2 - - - 9 27 56 5 5 1 6 12 ( 1) 72 1 73 100 |
The accompanying notes are an integral part of the consolidated financial statements (With Deloitte & Touche review report dated February 19, 2025)
Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping
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TYNTEK Corporation and Its Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2024 and 2023
Unit: NTD thousands; earnings (loss) per share in NTD
| Code 4000 Operating revenue (Notes 25 and 34) 5000 Operating cost (Notes 11, 26, and 34) 5900 Gross income from operations Operating expenses (Notes 23, 26, and 34) 6100 Selling and marketing expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss 6000 Total operating expenses 6500 Other income and expenses, net (Note 26) 6900 Net operating loss Non-operating income and expense 7100 Interest income (Notes 26 and 34) 7010 Other income (Note 26) 7020 Other gains or losses (Notes 26 and 37) 7050 Financial costs (Note 26) 7060 Share of profit (loss) on associates using the equity method 7000 Total non-operating income and expenses 7900 Net income (loss) before tax 7950 Income tax (income) expense (Note 27) 8200 Net income (loss) for this year |
2024 | % 100 87 13 2 9 5 - 16 - 3) 1 - 5 - - 6 3 1 2 |
2023 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 2,394,131 2,075,712 318,419 38,162 211,128 124,996 - 374,286 8) 55,875) 14,350 11,139 128,471 10,382 ) 4,335) 139,243 83,368 18,214 65,154 |
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) |
% | ||||||
( ( ( ( |
( |
( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
100 90 10 2 8 6 - 16 - 6) - 1 1 ) 1 ) - 1) 7 ) 1) 6) |
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| 2024 2023 Code Amount % Amount Other comprehensive income (Note 24) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans $ 4,090 - ( $ 221 ) 8316 Unrealized gains (losses) on investments in equity instruments at FVTOCI 8,743 1 15,910 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 27) ( 1,663 ) - ( 2,968 ) 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange Differences in Translating the Financial Statements of Foreign Operations 8,361 - ( 4,893 ) 8399 Income tax (expense) income related to the components of other comprehensive income (Note 27) ( 1,672) - 948 8300 Other comprehensive income of the current year (net amount after tax) 17,859 1 8,776 8500 Total comprehensive income of the current year $ 83,013 3 ($ 126,919) 8600 Net income (loss) attributable to: 8610 Owners of the company $ 62,889 3 ( $ 131,954 ) 8620 Non-controlling interests 2,265 - ( 3,741) $ 65,154 3 ($ 135,695) 8700 Total comprehensive income attributable to: 8710 Owners of the company $ 80,748 3 ( $ 123,027 ) 8720 Non-controlling interests 2,265 - ( 3,892) $ 83,013 3 ($ 126,919) Earnings (loss) per share (Note 28) 9710 Basic $ 0.21 ($ 0.44) 9810 Diluted $ 0.21 ($ 0.44) The accompanying notes are an integral part of the consolidated financial statements |
2023 | |||
| % | ||||
( ( ( ( ( |
- - - - - - 6) 6 ) - 6) 6 ) - 6) |
(With Deloitte & Touche review report dated February 19, 2025)
Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping
- 16 -
TYNTEK Corporation and Its Subsidiaries Consolidated Statements of Changes Equity For the Years Ended December 31, 2024 and 2023
Unit: In Thousands of New Taiwan Dollars, Unless Stated Otherwise
| Code A1 Balance at January 1, 2023 Earning appropriation and distribution for 2022 B17 Reversed special reserve D1 2023 net income D3 2023 other comprehensive income after tax D5 2023 total comprehensive income C7 Changes in associates and joint ventures accounted for using the equity method M7 Changes in ownership interests in subsidiaries (Note 30) O1 Non-controlling interests Z1 Balance at December 31, 2023 Earning appropriation and distribution for 2023 B17 Reversed special reserve B5 Cash dividends to shareholders D1 2024 net income D3 2024 other comprehensive income after tax D5 2024 total comprehensive income C7 Changes in associates and joint ventures accounted for using the equity method M3 Disposal of investments accounted for using equity method (Note 31) M7 Changes in ownership interest of subsidiary Z1 Balance at December 31, 2024 |
Equityattributable to owners of the company | Equityattributable to owners of the company | Total $ 3,960,085 - 131,954 ) 8,927 123,027) 145 1,243 - 3,838,446 - 60,124 ) 62,889 17,859 80,748 122 ) - 546 $ 3,859,494 |
Non-controlling interests $ 35,496 - ( 3,741 ) ( 151) ( 3,892) - ( 1,243 ) 12,000 42,361 - - 2,265 - 2,265 - ( 44,626 ) - $ - |
Total equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital Shares (Thousands) Amount 300,621 $ 3,006,223 - - - - - - - - - - - - - - 300,621 3,006,223 - - - - - - - - - - - - - - - - 300,621 $ 3,006,223 |
Other equities Exchange Differences in Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income Retained earnings Capital surplus Statutory reserves Special reserves undistributed earnings $ 243,873 $ 286,048 $ 37,523 $ 432,801 ( $ 19,603 ) ( $ 26,780 ) - - 8,858 ( 8,858 ) - - - - - ( 131,954 ) - - - - - ( 221) ( 3,794) 12,942 - - - ( 132,175) ( 3,794) 12,942 145 - - - - - 1,243 - - - - - - - - - - - 245,261 286,048 46,381 291,768 ( 23,397 ) ( 13,838 ) - - ( 8,858 ) 8,858 - - - - - ( 60,124 ) - - - - - 62,889 - - - - - 4,090 6,689 7,080 - - - 66,979 6,689 7,080 ( 122 ) - - - - - - - - - - - 546 - - - - - $ 245,685 $ 286,048 $ 37,523 $ 307,481 ($ 16,708) ($ 6,758) The accompanying notes are an integral part of the consolidated financial statements (With Deloitte & Touche review report dated February 19, 2025) |
Retained earnings | |||||||||||
| Shares (Thousands) 300,621 - - - - - - - 300,621 - - - - - - - - 300,621 |
|||||||||||||
( ( ( ( |
( ( ( ( ( |
( ( ( ( ( |
$ 3,995,581 - 135,695 ) 8,776 126,919) 145 - 12,000 3,880,807 - 60,124 ) 65,154 17,859 83,013 122 ) 44,626 ) 546 $ 3,859,494 |
Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping
- 17 -
TYNTEK Corporation and Its Subsidiaries
Consolidated Statements of Cash Flow
For the Years Ended December 31, 2024 and 2023
Unit: NTD thousand
| Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Net income (loss) before tax of the current year A20010 Adjustments for: A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit impairment loss A20400 Net loss (gain) 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 Losses (gains) on disposal of property, plant and equipment A23800 Losses on inventory valuation and obsolescence losses A24100 Unrealized net (gains) losses on foreign currency exchange A29900 Loss from disposal of subsidiary 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 |
2024 $ 83,368 287,225 3,513 - ( 83,958 ) 10,382 ( 14,350 ) ( 1,840 ) 4,335 8 4,687 ( 34,283 ) 97 5,905 ( 117,916 ) 3,409 ( 16,850 ) ( 5,967 ) ( 164 ) ( 460 ) 8,889 1,232 41,050 571 1,829 ( 3,895) 176,817 ( 10,366 ) ( 3,207) 163,244 |
2023 |
|---|---|---|
| ( $ 161,003 ) 307,562 2,411 1,155 39,160 14,899 ( 10,815 ) ( 9,169 ) 2,071 ( 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) 204,034 ( 15,018 ) ( 32,455) 156,561 |
(Continued on next page)
-
- 18 - -
| (Continued from previous page) | (Continued from previous page) | |||||
|---|---|---|---|---|---|---|
| Code | 2024 | 2023 | ||||
| Cash flows from investing activities | ||||||
| B00040 | Acquisition of financial assets at amortized | |||||
| cost | ( $ | 196,330 ) |
( $ | 47,439 ) | ||
| B00050 | Disposal of financial assets at amortized | |||||
| cost | 45,939 | 6,665 | ||||
| B00100 | Purchase of financial assets at fair value | |||||
| through profit or loss | ( | 714,403 ) |
( | 345,685 ) | ||
| B00200 | Disposal of financial assets at FVTPL | 1,029,247 | 303,152 | |||
| B02300 | Net cash outflow from disposal | of | ||||
| subsidiary | ( | 22,808 ) | - | |||
| B02700 | Acquisition of property, plant |
and | ||||
| equipment | ( | 189,871 ) |
( | 348,183 ) | ||
| B02800 | Proceeds from disposal of property, plant | |||||
| and equipment | - | 601 | ||||
| B03700 | Decrease in refundable deposits | 12 | 4 | |||
| B04500 | Acquisition of intangible assets | ( | 4,350 ) |
( | 8,081 ) | |
| B06500 | Increase in other financial assets | - |
( | 6,014 ) | ||
| B07100 | Decrease (increase) in pre-payments | for | ||||
| equipment) | ( | 1,253 ) | 43,068 | |||
| B07500 | Interest received | 14,796 | 10,442 | |||
| B07600 | Dividends received | 4,693 | 13,173 | |||
| B09900 | Proceeds from disposal of right-of-use | |||||
| assets | - |
57,505 | ||||
| BBBB | Net cash outflows from investing | |||||
| activities | ( | 34,328) |
( | 320,792) | ||
| Cash flows from financing activities | ||||||
| C00100 | Increase in short-term borrowings | 126,788 | 340,384 | |||
| C00200 | Decrease in short-term borrowings | ( | 103,997 ) |
( | 337,766 ) | |
| C01600 | Proceeds from long-term borrowings | - | 169,813 | |||
| C01700 | Repayments of long-term borrowings | ( | 179,636 ) |
( | 159,640 ) | |
| C03000 | Decrease in guarantee deposits received |
( | 82 ) |
( | 60 ) | |
| C04020 | Repayment of the principal portion of | |||||
| leases | ( | 4,419 ) |
( | 14,816 ) | ||
| C04500 | Cash dividends distributed | ( | 60,124 ) | - | ||
| C05000 | Changes in non-controlling interests | - |
12,000 | |||
| CCCC | Net cash inflow (outflow) from | |||||
| financing activities | ( | 221,470) |
9,915 | |||
| DDDD | Effects of exchange rate changes on the balance | |||||
| of cash held in foreign currencies | ( | 866) |
2,021 | |||
| EEEE |
Decrease in cash and cash equivalents | ( | 93,420 ) |
( | 152,295 ) | |
| E00100 | Balance of cash and cash equivalents at | the | ||||
| beginning of the year | 1,189,849 |
1,342,144 | ||||
| E00200 | Balance of cash and cash equivalents at the | end | ||||
| of the year | $ | 1,096,429 |
$ | 1,189,849 | ||
| The accompanying notes are an integral part | of the | consolidated financial statements | ||||
| (With Deloitte & Touche review report dated February 19, 2025) | ||||||
| Chairman: | Su, Feng-Cheng Manager: Li, Jung-Huan | Accounting Officer: Li, Hsiao-Ping |
-
- 19 - -
Independent Auditors’ Review Report
To TYNTEK Corporation,
Audit opinion
We have audited the accompanying parent company only balance sheets of TYNTEK Corporation (the "Company") as of December 31, 2024 and 2023 and for the years then ended, and the related parent company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the related notes, including a summary of significant accounting policies (collectively, the "consolidated financial statements").
In our opinion, based on our audits and the reports of other independent auditors (please refer to the "Other Matters" section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its parent company only cash flows for the years then ended, and are 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 parent company only financial statements of the Company for the year ended December 31, 2024 based on our
- 20 -
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 parent company only financial statements of the Company for the year ended December 31, 2024 are stated as follows:
Sales recognition
The Company’s 2024 consolidated operating income was NT$2,352,628 thousand. Please refer to Notes 4 and 23 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, to verify the actual occurrence of the sales, and check whether there is any anomaly existing in the sales counterparties and the payment recipients.
Other Matters
Some of the investees included in the standalone financial statements using the equity method have not been audited by us but by other CPAs. Therefore, in the opinion we expressed about the standalone financial statements, the above-mentioned investees using the equity method and its relevant shares of profit or loss are recognized according to the audit report by other CPAs. As of December 31, 2024 and 2023, the balance of investment in the aforementioned investees using the equity method was NT$155,875 thousand and NT$163,195 thousand, accounting for 3.14% and 3.22% of the total assets, respectively, and the share of profit or loss on associates recognized using the equity method for the year ended December 31, 2024 and 2023 was NT$(6,797) thousand and NT$(4,954) thousand, accounting for (9.92)% and 3.36% of the net income (loss) before tax.
Responsibilities of the management and the governing body for the parent company 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
- 21 -
preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.
In preparing the parent company only financial statements, the management is responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.
The governing body of the Company (including the Audit Committee) is responsible for supervising the financial reporting process.
Auditor's responsibilities for the audit of the parent company's 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
-
22 -
as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent-only financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the parent company only financial statements (including relevant notes), and whether the parent company 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 parent company's only financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company.
The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).
We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).
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, 2024. 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 Tsai, Mei-Chen
CPA Chen, Ming-Hui
The Financial Supervisory Commission Securities and Futures Commission Approval R.O.C. Approved No. Document No. Jing-Guang-Zheng-Shen-Zi No. Tai-Cai-Zeng-VI No. 0930128050 1010028123
Securities and Futures Commission Approval Document No.
February 19, 2025
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TYNTEK Corporation
parent-only Balance Sheet
For the Years Ended December 31, 2024 and 2023
| Code 1100 1110 1136 1150 1170 1180 1200 1210 1220 130X 1479 11XX 1517 1550 1600 1755 1780 1840 1915 1990 15XX 1XXX |
Asset Current assets Cash and cash equivalents (Notes 6 and 31) Financial assets at FVTPL - current (Notes 7 and 31) Financial assets at amortized cost - current (Notes 9, 31, and 33) Notes receivable, net (Note 10, 31) Net accounts receivable (Notes 10, 23, and 3 1) Accounts receivable - related parties, net (Notes 10, 2 3, 31, and 32) Other receivables (Notes 10 and 31) Other receivables - related parties (Notes 10, 31 , and 32) Current tax assets (Note 25) Inventories (Note 11) Other current assets (Note 16) Total current assets non-current assets Financial assets at FVTOCI Financial assets - non-current (Notes 8 and 3 1) Investments accounted for using equity method (Note 12) Property, plant and equipment (Notes 13 and 3 3 and 34) Right-of-use assets (Note 14) Intangible assets (Note 15) Deferred tax assets (Note 25) Prepayments for equipment (Note 34) Other non-current assets (Note 16 and 31) Total non-current assets Total assets |
Dec. 31, 2024 | Dec. 31, 2024 | % 19 - - - 15 1 - - - 13 - 48 1 15 33 1 - 1 1 - 52 100 |
Dec. 31, 2023 | Dec. 31, 2023 | % Code LIABILITIES AND EQUITY Current liabilities 22 2100 Short-term borrowings (Notes 17, 31, and 33) 2120 Financial liability at FVTPL 1 - current (Notes 7 and 31) 2150 Notes payable (Notes 18 and 31) - 2170 Accounts payable (Notes 18 and 31) - 2180 Accounts payable to related parties (Notes 18, 31, , and 32) 12 2200 Other payables (Notes 19, 31, and 3 32) 1 2280 Lease liabilities - current (Notes 14 and 31) - 2320 Current portion of long-term borrowings (Notes 17, 31, and 33) - 2313 Unearned revenue (Notes 19, 27, and 31) - 2399 Other current liabilities (Note 19) 12 21XX Total current liabilities - 48 Non-current liabilities 2540 Long-term borrowings (Notes 17, 31, and 33) 2550 Provisions - non-current (Note 20) 2570 Deferred tax liabilities (Note 25) 2580 Lease liabilities - non-current (Notes 14 and 3 1 1) 14 2630 Long-term deferred revenue (Notes 27 and 31) 2640 Defined benefit liability - non-current (Note 2 34 1) 2 2670 Other non-current liabilities (Note 19 and 31) - 25XX Total non-current liabilities 1 - 2XXX Total liabilities - 52 Equity (Note 22) 3110 Ordinary shares 3200 Capital surplus Retained earnings 3310 Statutory reserves 3320 Special reserves 3350 undistributed earnings 3300 Total retained earnings 3400 Other equities 3XXX Total equity 100 Total liabilities and equity are an integral part of the parent-only financial statements. |
Dec. 31,2023 Amount % $ 46,609 1 8,971 - - - 343,710 7 9,688 - 230,023 5 2,934 - 172,615 4 7,492 - 9,528 - 831,570 17 173,309 4 20,465 - 6,857 - 60,872 1 176 - 7,078 - 4,038 - 272,795 5 1,104,365 22 3,006,223 61 245,685 5 286,048 6 37,523 1 307,481 6 631,052 13 23,466) ( 1) 3,859,494 78 $ 4,963,859 100 |
Dec. 31,2023 Amount % $ 46,609 1 8,971 - - - 343,710 7 9,688 - 230,023 5 2,934 - 172,615 4 7,492 - 9,528 - 831,570 17 173,309 4 20,465 - 6,857 - 60,872 1 176 - 7,078 - 4,038 - 272,795 5 1,104,365 22 3,006,223 61 245,685 5 286,048 6 37,523 1 307,481 6 631,052 13 23,466) ( 1) 3,859,494 78 $ 4,963,859 100 |
Unit: NTD thousand Dec. 31,2023 |
Unit: NTD thousand Dec. 31,2023 |
Unit: NTD thousand Dec. 31,2023 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 911,403 15 6,330 363 735,157 48,553 15,663 - 2,190 625,875 12,567 2,358,116 59,011 760,795 1,643,268 60,642 13,216 45,037 18,557 5,217 2,605,743 $ 4,963,859 |
Amount $ 46,609 8,971 - 343,710 9,688 230,023 2,934 172,615 7,492 9,528 831,570 173,309 20,465 6,857 60,872 176 7,078 4,038 272,795 1,104,365 3,006,223 245,685 286,048 37,523 307,481 631,052 23,466) 3,859,494 $ 4,963,859 |
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 |
% | |||||||||||||
( |
( |
( |
( |
1 - - 7 - 4 - 3 - - 15 7 - - 2 - - - 9 24 59 5 6 1 6 13 1) 76 100 |
Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping
- 24 -
TYNTEK Corporation
parent-only Statement of Comprehensive Income For the Years Ended December 31, 2024 and 2023
| Code 4000 Operating revenue (Notes 23 and 32) 5000 Operating cost (Notes 11, 24, and 32) 5900 Gross income from operations Operating expenses (Notes 24 and 32) 6100 Selling and marketing expenses 6200 Administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6550 Other income and expenses, net (Note 24) 6900 Net operating loss Non-operating income and expense 7100 Interest revenue (Note 24 and 32) 7010 Other income (Notes 24 and 32) 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 7900 Net income (loss) before tax 7950 Income tax income (expense) (Note 25) 8200 Net income (loss) for this year (Continued on next page) |
Unit: NTD thousands; earnings (loss) per share in NTD 2024 2023 Amount % Amount % $ 2,352,628 100 $ 2,003,883 100 2,078,178 88 1,803,730 90 274,450 12 200,153 10 35,921 2 32,848 2 186,680 8 147,078 7 123,024 5 121,711 6 345,625 15 301,637 15 - - 520 - 71,175) ( 3) ( 100,964) ( 5) 12,104 - 10,219 1 9,386 - 9,583 - 37,429 2 1,730 - 10,177 ) - ( 11,848 ) ( 1 ) 90,957 4 ( 56,020) ( 3) 139,699 6 ( 46,336) ( 3) 68,524 3 ( 147,300 ) ( 8 ) 5,635 1 ( 15,346) ( 1) 62,889 2 ( 131,954) ( 7) |
Unit: NTD thousands; earnings (loss) per share in NTD 2024 2023 Amount % Amount % $ 2,352,628 100 $ 2,003,883 100 2,078,178 88 1,803,730 90 274,450 12 200,153 10 35,921 2 32,848 2 186,680 8 147,078 7 123,024 5 121,711 6 345,625 15 301,637 15 - - 520 - 71,175) ( 3) ( 100,964) ( 5) 12,104 - 10,219 1 9,386 - 9,583 - 37,429 2 1,730 - 10,177 ) - ( 11,848 ) ( 1 ) 90,957 4 ( 56,020) ( 3) 139,699 6 ( 46,336) ( 3) 68,524 3 ( 147,300 ) ( 8 ) 5,635 1 ( 15,346) ( 1) 62,889 2 ( 131,954) ( 7) |
Unit: NTD thousands; earnings (loss) per share in NTD 2024 2023 Amount % Amount % $ 2,352,628 100 $ 2,003,883 100 2,078,178 88 1,803,730 90 274,450 12 200,153 10 35,921 2 32,848 2 186,680 8 147,078 7 123,024 5 121,711 6 345,625 15 301,637 15 - - 520 - 71,175) ( 3) ( 100,964) ( 5) 12,104 - 10,219 1 9,386 - 9,583 - 37,429 2 1,730 - 10,177 ) - ( 11,848 ) ( 1 ) 90,957 4 ( 56,020) ( 3) 139,699 6 ( 46,336) ( 3) 68,524 3 ( 147,300 ) ( 8 ) 5,635 1 ( 15,346) ( 1) 62,889 2 ( 131,954) ( 7) |
Unit: NTD thousands; earnings (loss) per share in NTD 2024 2023 Amount % Amount % $ 2,352,628 100 $ 2,003,883 100 2,078,178 88 1,803,730 90 274,450 12 200,153 10 35,921 2 32,848 2 186,680 8 147,078 7 123,024 5 121,711 6 345,625 15 301,637 15 - - 520 - 71,175) ( 3) ( 100,964) ( 5) 12,104 - 10,219 1 9,386 - 9,583 - 37,429 2 1,730 - 10,177 ) - ( 11,848 ) ( 1 ) 90,957 4 ( 56,020) ( 3) 139,699 6 ( 46,336) ( 3) 68,524 3 ( 147,300 ) ( 8 ) 5,635 1 ( 15,346) ( 1) 62,889 2 ( 131,954) ( 7) |
Unit: NTD thousands; earnings (loss) per share in NTD 2024 2023 Amount % Amount % $ 2,352,628 100 $ 2,003,883 100 2,078,178 88 1,803,730 90 274,450 12 200,153 10 35,921 2 32,848 2 186,680 8 147,078 7 123,024 5 121,711 6 345,625 15 301,637 15 - - 520 - 71,175) ( 3) ( 100,964) ( 5) 12,104 - 10,219 1 9,386 - 9,583 - 37,429 2 1,730 - 10,177 ) - ( 11,848 ) ( 1 ) 90,957 4 ( 56,020) ( 3) 139,699 6 ( 46,336) ( 3) 68,524 3 ( 147,300 ) ( 8 ) 5,635 1 ( 15,346) ( 1) 62,889 2 ( 131,954) ( 7) |
Unit: NTD thousands; earnings (loss) per share in NTD 2024 2023 Amount % Amount % $ 2,352,628 100 $ 2,003,883 100 2,078,178 88 1,803,730 90 274,450 12 200,153 10 35,921 2 32,848 2 186,680 8 147,078 7 123,024 5 121,711 6 345,625 15 301,637 15 - - 520 - 71,175) ( 3) ( 100,964) ( 5) 12,104 - 10,219 1 9,386 - 9,583 - 37,429 2 1,730 - 10,177 ) - ( 11,848 ) ( 1 ) 90,957 4 ( 56,020) ( 3) 139,699 6 ( 46,336) ( 3) 68,524 3 ( 147,300 ) ( 8 ) 5,635 1 ( 15,346) ( 1) 62,889 2 ( 131,954) ( 7) |
|
|---|---|---|---|---|---|---|---|
| Amount $ 2,352,628 2,078,178 274,450 35,921 186,680 123,024 345,625 - 71,175) 12,104 9,386 37,429 10,177 ) 90,957 139,699 68,524 5,635 62,889 |
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) 147,300 ) 15,346) 131,954) |
% | |||||
( ( |
( |
( ( ( ( ( ( ( |
100 90 10 2 7 6 15 - ( 5) 1 - - ( 1 ) ( 3) ( 3) ( 8 ) ( 1) ( 7) |
- 25 -
(Continued from previous page)
| (Continued from previous page) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Code Other comprehensive income (net amount) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans (Note 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 8300 Other comprehensive income of the current year (net amount after tax) 8500 Total comprehensive income of the current year |
2024 | % - 1 - - - - 1 3 |
2023 | |||||
| Amount $ 4,090 8,313 430 1,663 ) 8,361 1,672) 17,859 $ 80,748 |
Amount $ 221 ) 14,841 1,069 2,968 ) 4,742 ) 948 8,927 $ 123,027) |
% | ||||||
( ( |
( ( ( ( |
( |
- 1 - - - - 1 6) |
- 26 -
| Earnings (loss) per share (Note 26) 9710 Basic 9810 Diluted |
$ 0.21 ( $ 0.21 ( |
$ 0.44) $ 0.44) |
|---|---|---|
The accompanying notes are an integral part of the parent-only financial statements.
Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping
- 27 -
Unit: NTD thousand
TYNTEK Corporation
parent-only Statement of Changes in Equity
For the Years Ended December 31, 2024 and 2023
| Code A1 Balance at January 1, 2023 Earning appropriation and distribution for 2022 B17 Appropriated as special reserve D1 Net loss of 2023 D3 2023 other comprehensive income after tax D5 2023 total comprehensive income C7 Changes in associates and joint ventures accounted for using the equity method M7 Changes in ownership interest of subsidiary Z1 Balance at December 31, 2023 Earning appropriation and distribution for 2023 B17 Appropriated as special reserve B5 Cash dividends to shareholders D1 2024 net income D3 2024 other comprehensive income after tax D5 2024 total comprehensive income C7 Changes in associates and joint ventures accounted for using the equity method M7 Changes in ownership interest of subsidiary Z1 Balance at December 31, 2024 |
Share capital Shares(Thousands) Amount 300,621 $ 3,006,223 - - - - - - - - - - - - 300,621 3,006,223 - - - - - - - - - - - - - - 300,621 $ 3,006,223 |
Share capital Shares(Thousands) Amount 300,621 $ 3,006,223 - - - - - - - - - - - - 300,621 3,006,223 - - - - - - - - - - - - - - 300,621 $ 3,006,223 |
Capital surplus $ 243,873 - - - - 145 1,243 245,261 - - - - - ( 122 ) 546 $ 245,685 |
Retained earnings | undistributed earnings $ 432,801 8,858 ) 131,954 ) 221) 132,175) - - 291,768 8,858 60,124 ) 62,889 4,090 66,979 - - $ 307,481 |
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 ( $ 19,603 ) ( $ 26,780 ) - - - - ( 3,794) 12,942 ( 3,794) 12,942 - - - - ( 23,397 ) ( 13,838 ) - - - - - - 6,689 7,080 6,689 7,080 - - - - ($ 16,708) ($ 6,758) |
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 ( $ 19,603 ) ( $ 26,780 ) - - - - ( 3,794) 12,942 ( 3,794) 12,942 - - - - ( 23,397 ) ( 13,838 ) - - - - - - 6,689 7,080 6,689 7,080 - - - - ($ 16,708) ($ 6,758) |
Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences in Translating the Financial Statements of ForeignOperations ( $ 19,603 ) - - ( 3,794) ( 3,794) - - ( 23,397 ) - - - 6,689 6,689 - - ($ 16,708) |
|||||||||||
| Shares(Thousands) 300,621 - - - - - - 300,621 - - - - - - - 300,621 |
Statutoryreserves $ 286,048 - - - - - - 286,048 - - - - - - - $ 286,048 |
Special reserves $ 37,523 8,858 - - - - - 46,381 ( 8,858 ) - - - - - - $ 37,523 |
|||||||||
( |
( |
( ( ( ( ( |
( ( ( ( ( |
( ( ( |
( ( ( ( |
$ 3,960,085 - 131,954 ) 8,927 123,027) 145 1,243 3,838,446 - 60,124 ) 62,889 17,859 80,748 122 ) 546 $ 3,859,494 |
The accompanying notes are an integral part of the parent-only financial statements.
Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping
- 28 -
TYNTEK Corporation
parent-only Statement of Cash Flows
For the Years Ended December 31, 2024 and 2023
| Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Net income (loss) before tax of the current year A20010 Adjustments for: A20100 Depreciation expenses 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 A23800 Loss on inventory valuation falling and obsolescence (gain on recovery) A22500 Gains on disposal of property, plant and equipment A24100 Unrealized net (gains) losses on foreign currency exchange A29900 Loss from disposal of subsidiary 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 |
Unit: NTD thousand 2024 2023 $ 68,524 ( $ 147,300 ) 271,448 255,806 3,468 2,376 8,980 7,854 10,177 11,848 ( 12,104 ) ( 10,219 ) ( 1,224 ) ( 2,494 ) ( 90,957 ) 56,020 4,687 ( 6,217 ) - ( 520 ) ( 34,283 ) 5,308 33 24 ( 29 ) 281 ( 111,049 ) ( 44,911 ) 3,442 ( 3,215 ) ( 23,673 ) 115,007 4,559 ( 7,517 ) ( 14 ) 176 ( 4 ) ( 23 ) 12,154 56,032 45,265 ( 14,073 ) 571 1,450 ( 1,278 ) 416 ( 3,895) ( 4,069) 154,798 272,040 ( 10,161 ) ( 11,967 ) ( 1,237) ( 22,174) 143,400 237,899 |
|---|---|
(Continued on next page)
- 29 -
| (Continued from previous page) C o d e Net cash flows of investing activities B00040 Acquisition of financial assets at amortized cost B00050 Disposal of financial assets at amortized cost B00200 Disposal of financial assets at FVTPL B02700 Acquisition of property, plant, and equipment B02800 Proceeds from disposal of property, plant and equipment B04500 Acquisition of intangible assets B07100 Decrease (increase) in pre-payments for equipment) B07500 Interest received B07600 Dividends received B09900 Collection of dividends from subsidiaries B09900 Other investing activities 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 C04020 Repayment of the principal portion of leases C04500 Cash dividends distributed CCCC Net cash outflows from financing activities DDDD Effects of exchange rate changes on the balance of cash held in foreign currencies EEEE Decrease in cash and cash equivalents E00100 Balance of cash and cash equivalents at the beginning of the year E00200 Balance of cash and cash equivalents at the end of the year |
2024 ( $ 6,330 ) 6,239 30,903 ( 188,314 ) - ( 4,350 ) ( 1,111 ) 12,550 1,224 21,749 ( 2,507) ( 129,947) 120,988 ( 100,657 ) - ( 180,530 ) ( 3,409 ) ( 60,124) ( 223,732) ( 4,748) ( 215,027 ) 1,126,430 $ 911,403 |
2023 |
|---|---|---|
| ( $ 6,239 ) 6,665 - ( 330,910 ) 520 ( 8,002 ) 43,042 9,846 2,494 364 ( 1,107) ( 283,327) 141,087 ( 164,869 ) 111,560 ( 148,334 ) ( 2,915 ) - ( 63,471) 2,539 ( 106,360 ) 1,232,790 $ 1,126,430 |
The accompanying notes are an integral part of the parent-only financial statements.
Chairman: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping
- 30 -
[Attachment 4]
TYNTEK Corporation Table of 2024 Earnings Distribution
Unit: NTD$
| Unit: NTD$ | |
|---|---|
| Item | Amount (NTD) |
| Undistributed earnings in the beginningof theperiod | $ 240,502,236 |
| Plus: actuarial gains and losses accounted in retained earnings |
4,089,528 |
| **Undistributed earnings ** | 244,591,764 |
| 2024 net income | 62,889,586 |
| Less: 10% legal reserve(Note 1) | (6,697,911) |
| Distributable netprofit | $ 300,783,439 |
| Less: distributable items | |
| Dividend to shareholders - cash (NT$0.1 per share) Note2.3 |
(30,062,225) |
| Dividend to shareholders- shares | 0 |
| Undistributed earnings at the end of theperiod | $ 270,721,214 |
-
Note 1: Sequence and percentage or profit distribution:
-
(1) 10% Appropriated as statutory reserves.
-
(2) Appropriate shareholders' equity deducting special reserve.
-
(3) Shareholders’ dividend and bonus distributed in cash shall not be lower than 10% of total shareholders dividend and bonus.
-
Note 2: The profit for year 2024 is prioritized for distribution. This is resolved by the Board of Directors and reported in the AGM.
-
Note 3: 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 4: The cash dividends are distributed pursuant to the percentage until 1 NDT, under NTD 1 is rounded-off. The total of fractions 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: Su, Feng-Cheng Manager: Li, Jung-Huan Accounting Officer: Li, Hsiao-Ping
- 31 -
[Attachment 5]
TYNTEK Corporation
Table of the Amendments to the Business Integrity Procedures and Behavioral Guidelines
| Behavioral Guidelines | |||
|---|---|---|---|
| Amended Clause | Current Clause | Reason for Amendment |
|
| 5. Responsible unit The Company has appointed the "Business Integrity Governance and Risk Management Team" of the Sustainable Development Committee as the responsible unit (hereinafter referred to as the "responsible unit of the Company") with sufficient resources and appropriate personnel to handle the amendment, implementation, interpretation, consultation services, and input and filing of reports with regard to the Guidelines, and monitor the implementation of the Guidelines. The main responsibilities are as follows, and shall be reported to the Board of Directors regularly (at leastonceayear): |
5. Responsible unit The Company has appointed " Business Integrity Management Promotion Team” as the responsible unit (hereinafter referred to as the "responsible unit of the Company"),governed by the Board of Directors,with sufficient resources and appropriate personnel to handle the amendment, implementation, interpretation, consultation services, and input and filing of reports with regard to the Guidelines, and monitor the implementation of the Guidelines. The main responsibilities are as follows, and shall be reported to the Board of Directors regularly (at least once a year): |
"Business Integrity Management Promotion Team" was merged into the "Business Integrity Governance and Risk Management Team" of the Board of Directors' Sustainable Development Committee, and the name was updated. |
|
| 7.2 Where the party who provides or promises such benefits has personal interests involved with one’s work, one shall return or reject such benefits and report to their immediate supervisor and notify the Company's responsible unit; where such benefits cannot be returned, one shall hand them over to the Company's responsible unit within three days from the date of receipt. The term "personal interests involved with one’s work" as mentioned in the preceding paragraph refers to any of the following circumstances: (1) Those who engage in business transactions, are responsible for giving instructions or supervision, or provide subsidies or grants. (2)Those whoare seeking or |
7.2 Where the party who provides or promises such benefits has personal interests involved with one’s work, one shall return or reject such benefits and report to their immediate supervisor and notify the Company's responsible unit; where such benefits cannot be returned, one shall hand them over to the Company's responsible unit within three days from the date of receipt. The term "personal interests involved with one’s work" as mentioned in the preceding paragraph refers to any of the following circumstances: (1) Those who engage in business transactions, are responsible for giving instructions or supervision, or provide subsidies or grants. (2)Those whoare seeking or |
Name is updated in line with the update. . |
- 32 -
| Amended Clause | Current Clause | Reason for Amendment |
||
|---|---|---|---|---|
| proceeding to or have entered into a contract, made transactions, or formed other contractual relationships. (3) Those who will be positively or adversely affected by any of the Company's business decisions or task execution or non-execution. The Company’s responsible unit shall suggest making a refund, making a payment for receipt, including them in the Company’s public property, or donating them to charity organizations, or making other appropriate suggestions as per the nature and value of the benefits in paragraph 1; implement the suggestion after reporting it to the convener of theBusiness Integrity Governance and Risk Management Teamfor approval. |
proceeding to or have entered into a contract, made transactions, or formed other contractual relationships. (3) Those who will be positively or adversely affected by any of the Company's business decisions or task execution or non-execution. The Company’s responsible unit shall suggest making a refund, making a payment for receipt, including them in the Company’s public property, or donating them to charity organizations, or making other appropriate suggestions as per the nature and value of the benefits in paragraph 1; implement the suggestion after reporting it to the convener of theBusiness Integrity Management Promotion Teamfor approval. |
|||
17.3 The enterprise shall fill in the Integrity and Confidentiality Commitment. If it refuses to sign or revises the commitment, each unit shall first submit a description to the leader of the Business Integrity Governance and Risk Management Team and then it to the convener for review and approval. |
17.3 The enterprise shall fill in the Integrity and Confidentiality Commitment. If it refuses to sign or revises the commitment, each unit shall first submit a description to the leader of the Business Integrity Management Promotion Team and then it to the convener for review and approval. |
Name is updated in line with the update. |
||
| 24. Implementation date These Procedures and Guidelines were formulated on March 20, 2015. The 1stamendment was made on March 26, 2018 and took effect when the directors of the 12th Board of Directors took office. The 2ndamendment was made on August 8, 2019. The 3rdamendment was made on March 26, 2020. The 4thamendment was made on May 12, 2021. The 5thamendment was made on November 8, 2024. |
24. Implementation date These Procedures and Guidelines were formulated on March 20, 2015. The 1stamendment was made on March 26, 2018 and took effect when the directors of the 12th Board of Directors took office. The 2ndamendment was made on August 8, 2019. The 3rdamendment was made on March 26, 2020. The 4thamendment was made on May 12, 2021. |
The data of the 5thamendment is added. |
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[Attachment 6]
TYNTEK Corporation
Table of Amendments to the Articles of Incorporation
| Amended Clause | Current Clause | Reason for Amendment |
||
|---|---|---|---|---|
| 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(of which no less than 20% shall be allocated to entry-level employees) and an amount not greater than 5% of such profit before tax shall be appropriated as the remuneration of the Directors. However, if the Company still has accumulated losses (including adjustment of undistributed earnings amount), an amount shall be reserved for making up the accumulated loss first. The remuneration of employees described in the preceding paragraph may be issued in the form of shares or cash, and the subjects for receiving the shares or cash may include employees of parents of subsidiaries of the Company meeting specific requirements. The remuneration of directors shall be made in cash only. The preceding two paragraphs shall be executed according to the resolution of Board of Directors’ meeting, and shall be reported to the shareholders’ meeting. |
Article 18: For the current profit before tax for a fiscal year of the Company before deduction of the remuneration of employees and the remuneration of Directors, an amount equivalent to 5% to 15% of such profit before tax shall be appropriated as the remuneration of employees and an amount not greater than 5% of such profit before tax shall be appropriated as the remuneration of the Directors. However, if the Company still has accumulated losses (including adjustment of undistributed earnings amount), an amount shall be reserved for making up the accumulated loss first. The remuneration of employees described in the preceding paragraph may be issued in the form of shares or cash, and the subjects for receiving the shares or cash may include employees of parents of subsidiaries of the Company meeting specific requirements. The remuneration of directors shall be made in cash only. The preceding two paragraphs shall be executed according to the resolution of Board of Directors’ meeting, and shall be reported to the shareholders’ meeting. |
Amendments are made in response to the Financial Supervisory Commission's letter dated November 8, 2024, which requires amendments in accordance with Article 14, Paragraph 6 of the Securities and Exchange Act. |
||
| Article 20: These Articles of Incorporation were formulated on March 7, 1987. The 1st to 33rd amendments are omitted. |
Article 20: These Articles of Incorporation were formulated on March 7, 1987. The 1st to 33rd amendments are omitted. |
The date of the thirty- sixth amendment is added. |
- 34 -
| Amended Clause | Current Clause | Reason for Amendment |
|
|---|---|---|---|
| The thirty-fourth amendment was made on June 8, 2022. The thirty-fifth amendment was made on May 29, 2023. The thirty-sixth amendment was made on May 27, 2025. |
The thirty-fourth amendment was made on June 8, 2022. The thirty-fifth amendment was made on May 29, 2023. |
- 35 -
[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. 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.
-
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,
-
36 -
but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.
- IV. The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent Directors with respect to the place and time of the meeting.
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.
-
37 -
-
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 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.
- 38 -
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 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.
-
XIII. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
-
XIV. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
-
XV. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
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.
- 39 -
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 bookclosure 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. 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 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.
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XVIII. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order
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in which they will be put to a vote. When anyone among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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IX. The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) assist to maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
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XX. These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.
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XXI. These Rules were approved and enacted on May 24, 1996.
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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 eighth amendment was made on May 30, 2024.
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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:
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I. CC01080 Electronics Components Manufacturing.
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II. CC01060 Wired Communication Mechanical Equipment Manufacturing.
III. CC01070 Wireless Communication Mechanical Equipment Manufacturing.
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IV. CC01020 Electric Wires and Cables Manufacturing.
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V. CD01030 Motor Vehicles and Parts Manufacturing.
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VI. I301010 Information Software Services.
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VII. I501010 Product Designing.
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VIII. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
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IX. IG03010 Energy Technical Services. (Limited to business operation by branch offices outside the science park)
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Research, development, production, manufacturing and sale of the following products:
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(1) Gallium arsenide, infrared, light emitting diode, laser diode, phototransistor, photodiode, single crystal epitaxy and crystal grain.
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(2) Optoelectronic system, software/hardware of computers and peripheral equipment, electronic final products, semi-products, various wireless/wired telecommunication equipment and various wireless anti-burglary equipment. (Limited to business operation by branch offices outside the science park).
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(3) Radio transmitter, radio transceiver, radio receiver and other electrical machineries capable of generating radio radiant energy. (Limited to business operation by branch offices outside the science park)
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Export and import businesses of the aforementioned products.
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X. CC01040 Lighting Equipment Manufacturing. (Limited to business operation by branch offices outside the science park)
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XI. F119010 Wholesale of Electronic Materials. (Limited to business operation by branch offices outside the science park)
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XII. F219010 Retail Sale of Electronic Materials. (Limited to business operation by branch offices outside the science park)
XIII. ZZ99999 All business items that are not prohibited or restricted by law, except those
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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.
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The Company may issue employee stock option certificates, and an amount of NTD 100,000,000 may be reserved from the total number of shares described in the preceding paragraph, which is divided into 10,000,000 shares as the shares for the issuance of the employee stock option certificates at discrete times.
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Article 6: 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.
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Chapter 3 Shareholders’ Meeting
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Article 8: The shareholder’s meetings are classified into ordinary shareholders’ meetings and extraordinary shareholders’ meetings. An ordinary shareholders’ meeting is held annually and shall be convened within six months after the end of each fiscal year according to the laws, and the Broad of Directors shall issue notice to all shareholders thirty days prior to the meeting. An extraordinary meeting may be held whenever necessary according to the laws, and all shareholders shall be informed fifteen days prior to the meeting.
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Article 8-1: When the Company convenes a shareholders’ meeting, it may hold a meeting by video or in other methods announced by the central competent authority and shall adopt shareholders’ exercise of voting rights by electronic means, and the Company may adopt exercise of voting rights by correspondence or electronic means. When the Company adopts the exercise of voting rights by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice.
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Article 9: Where a shareholder for any reasons cannot attend a shareholders’ meeting in person, he/she/it may appoint a proxy to attend the shareholders' meeting on his/her/its behalf by sealing and executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. The regulations for authorizing proxies to attend meetings on behalf of shareholders shall comply with the regulations of the Company Act and shall also be handled accordingly to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” announced by the competent authority. Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy shall be distributed to each shareholder within twenty days after the conclusion of the meeting. The preparation and distribution of the meeting minutes may be made via the public announcement method. The minutes of the shareholders' meeting shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The meeting minutes shall be kept persistently throughout the life of the Company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept for a minimum period of at least one year. 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
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to act as a proxy thereof; where the Chairman fails to appoint a proxy, the Directors shall elect one Director from among themselves to act as the proxy thereof. Shareholders’ meetings shall be handled in accordance with the provisions of the Rules of Procedure for Shareholders’ Meeting of the Company.
- Article 11: Unless otherwise specified in the Company Act, any resolution at a shareholders’ meeting shall be adopted by a majority of the shareholders presented, who representing more than half of the total number of the company’s outstanding shares, and shall be executed based on the majority of the voting rights of attending shareholders.
Chapter 4 Directors
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Article 12: The Company shall have seven to eleven Directors. The election of Directors shall adopt the candidate’s nomination system, and the Director shall be elected by the shareholders' meeting from among the persons with disposing capacity, with the term of office of three years, and shall be eligible for re-elections. The Company may obtain Directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.The total number of registered shares of the Company held by all of the Directors shall be established according to the standard specified in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” announced by the Financial Supervisory Commission, R.O.C.
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Article 12-1: In the roster of Directors described in the preceding paragraph, the number of Independent Directors of the Company shall not be less than three and shall not be less than one fifth of the total number of Directors. Relevant matters of the professional qualification, concurrent job position limitation, determination of independence, nomination and election methods of the Independent Director as well as other necessary requirements shall comply with relevant regulations specified by the securities competent authority.
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Independent Directors and non-independent Directors shall be elected at the same time but on separate ballots.
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The Company may establish functional committees pursuant to laws and regulations or the needs of the Company.
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Article 12-2: The Company establishes an Audit Committee since the twelfth term of Board of Directors. For the Audit Committee established in accordance with Article 14-4 of the Securities and Exchange Act, and the Audit Committee shall be formed by all of the Independent Directors. The Audit Committee or members of the Audit Committee shall be responsible for the execution of the authorities of Supervisors in accordance with the provisions of the Company Act, Securities and Exchange Act and other laws and regulations.
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Article 13: The Board of Directors shall be formed by Directors. A Chairman of the Board shall be
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elected from among the Directors during a Board of Directors’ meeting attended by more than two-thirds of the Directors and with the consents of more than half of all attending Directors. In addition, a Vice Chairman may also be elected from among the Directors.
- Article 14: The Chairman of the Board shall internally preside the shareholders' meeting and the Board of Directors’ meeting as the chair; and shall externally represent the Company. In case where the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, the Vice Chairman shall act as a proxy thereof. In case where the Vice Chairman is also on leave or absent or unable to exercise his/her power and authority for any cause, the Chairman shall designate one of the Directors to act as a proxy thereof. In the absence of such designation, the Directors shall elect from among themselves to act as proxy thereof.
In case a meeting of the Board of Directors is proceeded via visual communication network, then the Directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
During the convention of a Board of Director’s meeting, the Directors shall attend the meeting in person. In case where a Director for any reasons cannot attend the Board of Directors’ Meeting in person, he/she may issue a power of attorney, indicating the scope of authorization, in order to appoint another Director to attend the meeting as a proxy thereof.
Unless otherwise specified in the Company Act, resolutions of Board of Directors shall be executed based on the attendance of a majority of the Directors and the consents of more than half of the attending Directors.
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Article 14-1: The Board of Directors’ meeting of the Company shall be convened depending upon the situation, and extraordinary Board of Directors’ meeting may be convened whenever necessary. With regard to the power and authority of the Board of Directors, in addition to compliance with the provisions of the Company Act, for the following matters, the resolution approval of the Board of Directors’ meeting shall be obtained before the execution thereof.
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(I) Proposal for amendment of the Articles of Incorporation of the Company.
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(II) Approval of annual budget and review of annual settlement, including the review and supervision of annual business plan.
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(III) Review of operation objectives and medium/long term development plan.
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(IV) Review of capital increase/decrease plan.
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(V) Review of earnings distribution proposal of proposal for covering losses.
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(VI) Approval for the Company’s re-investment in other enterprises or transfer of shares.
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(VII) Proposal and resolution on the transfer, sale, lease, pledge, mortgage or other methods of disposition on all or important parts of the Company's operating properties.
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(VIII) Approval for the application of financing, guarantee, acceptance and other loaning of the Company from a financial institution or a third party at an amount above NTD 100,000,000 (exclusive); provided that for an amount less than NTD 100,000,000, such case shall be reported in the latest session of Board of Directors’ meeting for recordation after the execution of such case; provided that for renewal of contract of original amount, such restriction shall not be applied.
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(IX) Review and decision on major organization restructuring and significant business change.
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(X) Approval for major capital expenditures.
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(XI) Appointment and discharge of an attesting CPA for the Company.
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(XII) Appointment and discharge of managerial officers.
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(XIII) Approval for major contractors or other material events.
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(XIV) Execution of resolutions of shareholders’ meetings.
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(XV) Convention of shareholders’ meetings and business report.
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(XVI) Other Discussions required to be handled in accordance with the laws.
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Article 14-2: The calling of the Board of Directors shall be handled in accordance with the provisions prescribed in Article 204 of the Company Act. For the aforementioned calling of Board of Directors, notices may be made in writing, facsimile or e-mail method,
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Article 15: Remuneration of Directors shall be paid regardless of whether the Company is operating at a profit or loss, and the amount of the remuneration shall be determined by the Board of Directors through resolution based on the common level adopted in the same industry.
Chapter 5 Managerial Officers
- Article 16: The Company may have President and several Vice Presidents and Assistant Vice Presidents; the appointment, discharge and the remuneration thereof shall be handled according to Article 29 of the Company Act.
Chapter 6 Accounting
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Article 17: The fiscal year of the Company shall start from January 1 to December 31 of each year. At the close of each fiscal year, the Board of Directors shall prepare the following report and statements for submission to the ordinary shareholders’ meeting for ratification: (1) Business report, (2) Financial statements and (3) Proposal for distribution of surplus earnings or covering losses.
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Article 18: For the current profit before tax for a fiscal year of the Company before deduction of the remuneration of employees and the remuneration of Directors, an amount equivalent to 5% to 15% of such profit before tax shall be appropriated as the remuneration of employees and an amount not greater than 5% of such profit before tax shall be appropriated as the remuneration of the Directors. However, if the Company still has
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accumulated losses (including adjustment of undistributed earnings amount), an amount
shall be reserved for making up the accumulated loss first.
The remuneration of employees described in the preceding paragraph may be issued in the form of shares or cash, and the subjects for receiving the shares or cash may include employees of parents of subsidiaries of the Company meeting specific requirements. The remuneration of directors shall be made in cash only.
The preceding two paragraphs shall be executed according to the resolution of Board of Directors’ meeting, and shall be reported to the shareholders’ meeting.
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Article 18-1: When the Company has a net profit in the current period 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.
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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
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Article 19: Any matters not specified in these Articles of Incorporation shall be handled in accordance with the Company Act and relevant laws and regulations.
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Article 20: These Articles of Incorporation were enacted on March 7, 1987. The first amendment was made on March 18, 1988.
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The second amendment was made on July 28, 1988.
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The third amendment was made on August 27, 1988.
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The fourth amendment was made on September 7, 1988.
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The fifth amendment was made on April 18, 1989.
The sixth amendment was made on August 8, 1990
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The seventh amendment was made on April 17, 1993. The eighth amendment was made on June 17, 1995. The ninth amendment was made on May 25, 1996. The tenth amendment was made on May 24, 1997. The eleventh amendment was made on October 30, 1998. The twelfth amendment was made on June 16, 1999. The thirteenth amendment was made on June 13, 2000. The fourteenth amendment was made on June 13, 2000. The fifteenth amendment was made on June 13, 2000. The sixteenth amendment was made on June 8, 2001. The seventeenth amendment was made on June 17, 2002. The eighteenth amendment was made on May 21, 2003. The nineteenth amendment was made on May 18, 2004. The twentieth amendment was made on June 1, 2006. The twenty first amendment was made on September 21, 2006. The twenty second amendment was made on June 13, 2008. The twenty third amendment was made on June 19, 2009. The twenty fourth amendment was made on June 15, 2010. The twenty fifth amendment was made on June 10, 2011. 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: March 29,2025 | Base date: March 29,2025 | Base date: March 29,2025 | ||||
|---|---|---|---|---|---|---|
| Title | Name | Date elected | Tenure | Record on the shareholder roster on the book- closure date |
||
| Type | Shares | Shareholding percentage(%) |
||||
| Chairman | Ennostar Inc. Representative: Su, Feng-Cheng |
2024.05.30 | 3 years | Ordinary share |
23,799,000 | 7.916% |
| Director | Chou, Wen-Long | 2024.05.30 | 3 years | Ordinary share |
166,813 | 0.055% |
| Director | Ennostar Inc. Representative: Li, Cun-Jhong |
2024.05.30 | 3 years | Ordinary share |
23,799,000 | 7.916% |
| Director | Ennostar Inc. Representative: Lee, Jung-Huan |
2024.05.30 | 3 years | Ordinary share |
23,799,000 | 7.916% |
| Independe nt Director |
Yew, Tri-Rung | 2024.05.30 | 3 years | Ordinary share |
0 | 0% |
| Independe nt Director |
Lin, Tsung-Yen | 2024.05.30 | 3 years | Ordinary share |
0 | 0% |
| Independe nt Director |
Yeh, Sheng-Fa | 2024.05.30 | 3 years | Ordinary share |
0 | 0% |
| Number of shares of all Directors | 23,965,813 | 7.972% |
Total outstanding shares on May 30, 2024: 300,622,252 shares
Total outstanding shares on the book closure date (March 29, 2025): 300,622,252 shares
Note 1: The statutory minimum shareholding of all directors: 12,024,890; as of March 29, 2025 the shareholding is 23,965,813 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 2025 (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 2025 (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 2025 (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 2025 (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 |
2025 (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 2025 financial forecast information.
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