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UNIFLEX — AGM Information 2024
Jul 11, 2024
52315_rns_2024-07-11_51757d50-a44a-45dc-a940-6c5cc22526c3.pdf
AGM Information
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Stock Code: 3321
UNIFLEX TECHNOLOGY INC.
2024 Annual Shareholders’ Meeting Meeting Handbook
June 27, 2024
UNIFLEX TECHNOLOGY INC. Handbook of the Annual Shareholders’ Meeting in 2024
Table of Contents
| I. | Meeting Procedure ··························································· 1 | Meeting Procedure ··························································· 1 |
|---|---|---|
| II. | Meeting Agenda ······························································ 2 | |
| 1. | Status Reports ···························································· 3 | |
| 2. | Approval Items ·························································· 6 | |
| 3. | Election Items ···························································· 8 | |
| 4. | Discussion Items ························································· 9 | |
| 5. | Extempore Motions ···················································· 10 | |
| III. | Attachment | |
| 1. | Annual Business Report in 2023 ····································· 11 | |
| 2. | Audit Committee Review Report ···································· 13 | |
| 3. | Audit Reports and Financial Statements of the Accountants in 2023 | |
| ············································································ 14 | ||
| IV. | Appendix | |
| 1. | Articles of Incorporation ·············································· 38 | |
| 2. | Rules of Procedure for Shareholders’ Meetings ···················· 45 | |
| 3. | Rules for Director Elections ·········································· 54 | |
| 4. | Shareholdings of All Directors ······································· 57 | |
| V. | The | Account of Other Matters ············································· 58 |
-
. The Procedure for Annual Shareholders’ Meeting in 2024
-
The meeting is convening
-
Chairman’s Remarks
-
Status Reports
-
Approval Items
-
Election Items
-
Discussion Items
-
Extempore Motions
-
Adjournment
1
. Meeting Agenda
The Methods for Convening the Meeting: Physical Shareholders’ Meeting
Meeting Time: 9:00 a.m. on June 27 (Thursday), 2024
Location: 5th Floor, 123 Qingnian Road, Dajia District, Taichung City
(Education and Training Center of the Company)
Chairman: Tzyy-Jang Tseng
-
The Meeting Is Convening
-
Chairman’s Remarks
-
Status Reports
-
(1) The Company’s Distribution Report of the Annual Remuneration of the Employees and Directors in 2023
-
(2) Annual Business Report in 2023
-
(3) The Audit Report of the Company’s Annual Financial Statement in 2023, Reviewed by the Audit Committee
-
(4) Implementation of the Company’s Sound Operating Plan
-
Approval Items
-
(1) The Company’s Annual Business Report and Financial Statements in 2023. (2) The Company’s Appropriation for the Loss in 2023.
-
Election Items
Proposal for Regarding the Election of Seven Directors (Including Three Independent Directors) for the 13th Term of the Company.
-
Discussion Items Proposal for Releasing the Non-competition Restrictions on the 13th Term Directors (Including Independent Directors) of the Company.
-
Extempore Motions
-
Adjournment
2
Status Reports
Case 1
(Proposed by the Board of Directors)
Subject: The Company’s distribution report of the annual remuneration of the employees and directors in 2023.
-
Description: (1) According to the provisions of Article 18-1 of the Articles of Incorporation, if there is any annual profit of the Company, it shall be allocated 1% to 20% for the remuneration of the employees and it can’t be more than 2% for the remuneration of the directors, but if the Company still has a cumulative loss, it shall be compensated first.
-
(2) The company’s accumulated deficit in 2023 amounted to NT$270,985,133, therefore no employee compensation and director compensation will be distributed in 2023.
Case 2 (Proposed by the Board of Directors)
Subject: The Company’s annual business report in 2023.
- Description: Annual Business Report in 2023, as detailed in Attachment 1 (see page 11-12 of this handbook).
Case 3
(Proposed by the Board of Directors)
-
Subject: The audit report of the Company’s annual financial statement in 2023, reviewed by the audit committee.
-
Description: The Company’s financial statements and consolidated financial statements in 2023 include the balance sheet, statement of comprehensive income, statement of changes in equity and cash flow statement. The governing auditing and attestation of the financial statements was done by the certified public accountants Hsiao-Zi Zhou and Han-Chi Wu in PwC Taiwan and the audit report was submitted, as detailed in Attachment 3 (see pages 14-37 of this handbook), together with the business report and other financial statements including appropriation for the loss, etc, which were reviewed by the Audit Committee and approved by the Board of Directors, and which were submitted as the audit report, as detailed in Attachment 2 (see page 13 of this handbook).
3
Case 4
(Proposed by the Board of Directors)
Subject: Implementation of the Company’s sound operating plan.
Description: Due to the global economy in 2023 still being affected by the war, inflation, and the delayed effects of interest rate hikes, consumer demand for electronic consumer products continued to decline. Additionally, customers continued to adjust inventories, leading to estimated profits for 2023 Q2 to 2024 Q1. The table below provides an explanation of the estimated profit achievement for each quarter from 2023 Q2 to 2024 Q1 and the reasons for any differences.
Unit: NT$ thousand
| Item | 2023 Q2 Estimates |
2023 Q2 Actual Number |
Difference | The Rates of the Achievement % |
The Reasons for the Difference |
|---|---|---|---|---|---|
| Sales Revenue | 405,122 | 420,381 | 15,259 | 103.77 | Achieved. |
| Operating Costs | 401,630 | 404,964 | 3,334 | 100.83 | Mainly due to an increase in revenue. |
| Net Operating margin | 3,492 | 15,417 | 11,925 | 441.49 | Achieved. |
| Operating Expenses | 62,417 | 65,497 | 3,080 | 104.93 | Mainly due to an increase in revenue. |
| Operating Profit or Loss | (58,925) | (50,080) | 8,845 | 115.01 | Achieved. |
| Non-operating Income and Expenses |
1,349 | 36,249 | 34,900 | 2687.10 | Mainly due to the gains in foreign exchange. |
| Loss Before Income Tax | (57,576) | (13,831) | 43,745 | 175.98 | Achieved. |
| Net Income for the Period | (57,576) | (19,085) | 38,491 | 166.85 | In summary. |
Unit: NT$ thousand
| Unit: NT$thousand | |||||
|---|---|---|---|---|---|
| Item | 2023 Q3 Estimates |
2023 Q3 Actual Number |
Difference | The Rates of the Achievement % |
The Reasons for the Difference |
| Sales Revenue | 419,243 | 425,814 | 6,571 | 101.57 | Achieved. |
| Operating Costs | 399,053 | 412,238 | 13,185 | 103.30 | Mainly due to an increase revenue and the summer electricity rate hike. |
| Net Operating margin | 20,190 | 13,576 | (6,614) | 67.24 | Mainly due to the impact of increased operating costs. |
| Operating Expenses | 62,650 | 66,873 | 4,223 | 106.74 | Mainly due to an increase in revenue. |
| Operating Profit or Loss | (42,460) | (53,297) | (10,837) | 74.48 | Mainly due to the decline in gross profit and the increase in operating expenses. |
| Non-operating Income and Expenses |
(3,280) | 15,330 | 18,610 | 667.38 | Mainly due to the gains in foreign exchange. |
| Loss Before Income Tax |
(45,740) | (37,967) | 7,773 | 116.99 | Achieved. |
| Net Income for the Period |
(45,740) | (38,991) | 6,749 | 114.76 | In summary. |
4
Unit: NT$ thousand
| Unit: NT$ thousand | |||||
|---|---|---|---|---|---|
| Item | 2023 Q4 Estimates |
2023 Q4 Actual Number |
Difference | The Rates of the Achievement % |
The Reasons for the Difference |
| Sales Revenue | 407,896 | 377,383 | (30,513) | 92.52% | Mainly due to year-end inventory by customers, customer demand has been deferred until the next period. |
| Operating Costs | 397,000 | 387,713 | (9,287) | 97.66% | Mainly due the impact of deferred revenue, which simultaneously affected costs and gross profit. |
| Net Operating margin |
10,896 | (10,330) | (21,226) | -94.81% | Mainly due to the decline in operating revenue. |
| Operating Expenses |
63,450 | 76,094 | 12,644 | 119.93% | Mainly due to an increase in employee stock compensation expenses. |
| Operating Profit or Loss |
(52,554) | (86,424) | (33,870) | 35.55% | Mainly due to the decline in gross profit and the increase in operating expenses. |
| Non-operating Income and Expenses |
(1,650) | (24,048) | (22,398) | -1257.45% | Mainly due to foreign exchange losses. |
| Loss Before Income Tax |
(54,204) | (110,472) | (56,268) | -3.81% | Mainly due to the impact of deferred revenue recognition, recognition of employee stock compensation expenses from capital increase, and non-operating losses. |
| Net Income for the Period |
(54,204) | (110,431) | (56,227) | -3.73% | In summary. |
Unit: NT$ thousand
| Unit: NT$ thousand | |||||
|---|---|---|---|---|---|
| Item | 2024 Q1 Estimates |
2024 Q1 Actual Number |
Difference | The Rates of the Achievement % |
The Reasons for the Difference |
| Sales Revenue | 345,000 | 419,438 | 74,438 | 121.58% | Achieved. |
| Operating Costs | 345,070 | 405,220 | 60,150 | 117.43% | Mainly due to an increase in revenue. |
| Net Operating margin |
(70) | 14,218 | 14,288 | 20511.43% | Mainly due to an increase in revenue. |
| Operating Expenses | 61,600 | 67,225 | 5,625 | 109.13% | Mainly due to an increase in revenue. |
| Operating Profit or Loss |
(61,670) | (53,007) | 8,663 | 114.05% | Mainly due to the net effect of increased gross profit and operating expenses due to higher revenue. |
| Non-operating Income and Expenses |
(2,100) | 7,237 | 9,337 | 544.62% | Mainly due to the estimated difference in exchange gains. |
| Loss Before Income Tax |
(63,770) | (45,770) | 18,000 | 128.23% | Achieved. |
| Net Income for the Period |
(63,770) | (47,627) | 16,143 | 125.31% | In summary. |
5
Approval Items
Case 1
(Proposed by the Board of Directors)
Subject: The Company’s annual business report and financial statements in 2023.
-
Description: (1) The Company’s business report and financial statements in 2023 (including the consolidated financial statements) were approved by the Board of Directors. Among them, the financial statements (including the consolidated financial statements) were audited by the certified public accountants HsiaoZi Zhou and Han-Chi Wu in PwC Taiwan, and then the parent company only financial statements and the consolidated financial statements with unqualified opinion were issued. The Company’s business report and the preceding financial statements in 2023 were submitted to the audit committee for audit and an audit report was issued.
-
(2) For the annual business report in 2023, please refer to Attachment 1 (see page 11 of this handbook), and for the annual audit report in 2023 audited by annual accountants and financial statements shown as Attachment 3 (see pages 1437 of this handbook).
Resolution:
6
Case 2
(Proposed by the Board of Directors)
Subject: The appropriation for the Company’s loss in 2023.
Description: The appropriation for the Company’s loss in 2023, approved by the resolution of the board of directors, and reviewed by the audit committee, please refer to the following table for the recognition by the shareholders in the annual shareholders’ meeting.
UNIFLEX TECHNOLOGY INC. The Appropriation for the Company’s Loss Statement
2023
(Unit:NT$)
| (Unit:NT$) | |
|---|---|
| Item | Amount |
| A loss to be recovered at the beginning of the period | (889,850,328) |
| Plus: The capital reduction to make up for losses in 2023 | 889,850,320 |
| Reduction: Net loss after tax for the current period | (270,985,125) |
| A loss to be recovered at the beginning | (270,985,133) |
| Plus:To make up for losses capital surplus - issue premium |
39,007,200 |
| A loss to be recovered at the end of the period | (231,977,933) |
| Chairman: Tzyy-Jang Tseng Manager: Richard Tseng Accounting Director: Wen-Cheng Tsai |
Resolution:
7
Election Items
Case 1
(Proposed by the Board of Directors)
Subject: Proposal for Regarding the Election of Seven Directors (Including Three Independent Directors) for the 13th Term of the Company.
Description: (1) To elect seven directors (including three independent directors) for the 13th term of the Company. The term of office for the elected directors shall commence from June 27, 2024 and end on June 26, 2027.
- (2) According to the company’s articles of incorporation, directors are elected through a candidate nomination system, where shareholders elect directors from the list of director candidates nominated in accordance with the law. The candidates nominated in accordance with the procedures prescribed by law and approved by the Board of Directors of the Company for this election are as follows:
| Nominee Category |
Number of | ||||
|---|---|---|---|---|---|
| Nominee Name | Educational Background | Experience | Current Position | Shares Held | |
| (Shares) | |||||
| Director | Representative of Hsin Yang Investment Corp. (Hsin Yang): Tzyy-Jang Tseng |
Master’s degree from the Institute of Physics, Tsinghua University |
Senior Vice President of United Microelectronics Corp |
Chairman of Unimicron Technology Corp. |
10,885,165 |
| Director | Representative of Hsin Yang Investment Corp. (Hsin Yang): Vincent Chung |
Department of Economics, Tamkang University |
Senior Vice President of Subtron Technology Co., Ltd. |
Senior Vice President of Unimicron Technology Corp. |
10,885,165 |
| Director | Representative of Hsin Yang Investment Corp. (Hsin Yang): Jerry Kuo |
Department of Chemical Engineering, Tamkang University |
Assistant General Manager of Compeq Manufacturing Co., Ltd. |
Quality Director of Unimicron Technology Corp. |
10,885,165 |
| Director | Richard Tseng | Department of Business Management, Tamkang University |
General Manager of Uniflex Technology Inc. |
General Manager of Uniflex Technology Inc. |
774,178 |
| Independent Director |
Sung-San Lee | Institute of Finance, National Chung Cheng University |
Associate Finance Officer of King Yuan Electronics Corp. |
Financial Vice President of Materials Analysis Technology Inc. |
0 |
| Independent Director |
Wen-Ju Tseng | Master’s degree from the College of Management, National Yang Ming Chiao Tung University |
Associate Finance Officer of Faraday Technology Corp. |
Chief Financial Officer of Faraday Technology Corp. |
0 |
| Independent Director |
Shu-Ju Chang | Department of Industrial Management, Chung Hua University |
Associate Finance Officer of Crystalwise Technology Inc. |
- | 0 |
8
Discussion Items
Case 1
(Proposed by the Board of Directors)
Subject: Proposal for Releasing the Non-competition Restrictions on the 13th Term Directors (Including Independent Directors) of the Company.
-
Description: (1) According to Article 209 of the Company Law, if a director acts within the business scope of the company for himself or herself or another person, he or she shall explain the important contents of his or her actions to the shareholders’ meeting and obtain his or her permission.
-
(2) In order to align with the company’s operating strategy and business needs, it is proposed to lift the non-competition restrictions for the 13th term directors (including independent directors) in accordance with Article 209 of the Company Act, as shown in the following table.
Tzyy-Jang Tseng Director
| Name of Company | Job Title |
|---|---|
| Unimicron Technology Corp. | Chairman |
| BEST OPTION INVESTMENTS LIMITED | Chairman |
| UNIMICRON (KS) TRADING LTD | Chairman |
| Subtron Technology Co., Ltd. | Chairman |
| Asia Pacific Microsystems Inc. | Chairman |
| APM Communication Inc. | Chairman |
| UNIMICRON (SZ) TRADING LTD | Director |
| UNIMICRON (THAILAND) CO., LTD. | Director |
| UNIMICRON HOLDING LIMITED | Director |
| Unimicron JAPAN Co.,Ltd. | Director |
| UniSmart Holding Limited | Director |
| Unimicron-Carrier Technology (Kunshan) Inc. | Director |
| Unimicron Electronics (Kunshan) Corp. | Director |
| Unimicron Technology (Kunshan) Corp. | Director |
| Unimicron-FPC Technology (Kunshan) Inc. | Director |
| Unimicron Technology (Huangshi) Corp. | Director |
| Unimicron-Carrier Technology (Huangshi) Inc. | Director |
| Unimicron Technology (Suzhou) Corp. | Director |
| Suzhou AMC Technology Co., Ltd. | Director |
9
Vincent Chung Director
| Name of Company | Job Title |
|---|---|
| Unimicron Technology Corp. | Senior Vice President |
| Asia Pacific Microsystems Inc. | Director |
| Gobo Lighting Technology Ltd. | Director |
Jerry Kuo Director
| Name of Company | Job Title |
|---|---|
| Unimicron Technology Corp. | Quality Director |
| BEST OPTION INVESTMENTS LIMITED | Director |
| NEOCONIX, INC. | Director |
| Unimicron Electronics (Kunshan) Corp. | Director |
| Unimicron Electronic Testing (Kunshan) Corp. | Director |
| Unimicron-FPC Technology (Kunshan) Inc. | Director |
| Sung-San Lee Independent Director | |
|---|---|
| Name of Company | Job Title |
| Materials Analysis Technology Inc. | Vice President |
| Wen-Ju Tseng Independent Director | |
|---|---|
| Name of Company | Job Title |
| Faraday Technology Corp. | Director |
| Sinble Technology Pte. Ltd | Director |
| Artery Technology Company | Director |
| Artery Technology Corporation, Ltd. (Chongqing) | Director |
Resolution:
Extempore Motions
Adjournment
10
Attachment 1
UNIFLEX TECHNOLOGY INC. Business Report
1. Business Policies
The Company provides customers with high-value-added, high-quality, and highproductivity products and quality services to deepen the market, and actively participates in customer-related product research and development activities. It offers an early insight into the development specifications, structure, and significant direction of relevant products, grasps the market trends, improves customer satisfaction, and strengthens customer relations in order to seek a long-term partner, achieve professional manufacturing, technology leadership as well as quality assurance, and to create a winwin business philosophy, The company will continue to pursue the satisfaction of customers, employees, and shareholders, as well as fulfill our social responsibilities, in order to realize our company’s vision.
2. The Overview of Implementation
Due to the continued impact of the war, inflation, delayed interest rate hikes, and other factors on the global economy in 2023, consumer demand for electronic consumer products remained sluggish. Additionally, customers continued to adjust their inventory levels, leading to an approximate 8% decrease in the company’s revenue.
In the future, we will continue to focus on the development of the industry, grasp the application market of flexible printed circuit boards at any time, and continue to improve on the production side, the business side, R&D technology, and product differentiation to improve the Company’s competitiveness and stable profitability.
3. The Budget Analysis of the Operating Revenue and Expenditure
(1) Operating Revenue
The consolidated operating revenues for 2023 and 2022 were NT$1,541,212 thousand and NT$1,669,509 thousand respectively, a decrease of NT$128,297 thousand.
(2) Operating Expenditure
The consolidated operating expenses for 2023 and 2022 were NT$1,825,757 thousand and NT$1,943,789 thousand respectively, a decrease of NT$118,032 thousand.
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4. The Analysis of Profitability
The consolidated gross operating loss for 2023 amounted to NT$12,698 thousand, an increase in gross loss of NT$15,732 thousand compared to the consolidated gross operating profit of NT$3,034 thousand for 2022. The consolidated net loss after tax for 2023 was NT$270,985 thousand, an increase in net loss after tax of NT$4,484 thousand compared to the consolidated net loss after tax of NT$266,501 thousand for 2022.
5. Research and Development, R&D
UNIFLEX TECHNOLOGY INC. established a research and development center in 2016, dedicated to developing new products and advanced processes for expansion. The research focuses on diversified and high-value-added product areas, integrating multiple developed technologies to enhance production capabilities. This includes expanding production of 5G high-frequency, high-speed transmission products, microporous high thermal conductivity products, and high-reflectivity 3D patterned products. The company collaborates with domestic universities and renowned institutions on various industryacademia partnerships and technology exchanges. It actively cooperates with partners to jointly develop high-precision equipment and new process products, aiming to lay a solid foundation for medium and long-term development.
Chairman: Manager: Accounting Director: Tzyy-Jang Tseng Richard Tseng Wen-Cheng Tsai
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Attachment 2
UNIFLEX TECHNOLOGY INC. Audit Committee Review Report
The Board of Directors has sent the Company’s financial statements, business reports, and the table of appropriation for a loss in 2023, which have been reviewed by the Audit Committee and it is considered that there are no discrepancies. Please refer to the above for the report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Companies Act.
To
UNIFLEX TECHNOLOGY INC.
2024 Annual Shareholders’ Meeting
UNIFLEX TECHNOLOGY INC.
Audit Committee Convener: Chen-Fu Chien
February 22, 2024
13
Attachment 3
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Uniflex Technology Inc.
Opinions
We have audited the accompanying parent company only balance Sheets of Uniflex Technology Inc. (the “Company”) as at December 31, 2023 and 2022, and the related parent company only statements of comprehensive Income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2023 and 2022, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Uniflex Technology Inc. in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the parent company only financial statements of the year ended December 31, 2023. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s parent company only financial statements of the current period are stated as follows:
14
Valuation of allowance for inventory valuation losses
Description
Refer to Note 4(12) for accounting policy on inventory valuation, Note5(2) for accounting estimates and assumption uncertainty in relation to inventory valuation, and Note 6(6) for description of allowance for inventory valuation losses. Note 6(7) for details of investments accounted for using equity method, and Table 6, 7 for information related to the investment using equity method.
As at December 31, 2023, the Company’s inventory and allowance for valuation loss amounted to NT$162,639 thousand and NT$62,960 thousand, respectively, and its investment using the equity method accounted to NT $582,780 thousand as of December 31, 2023, with the 100% owned subsidiary Uniflex Technology (JiangSu) Ltd. as its main operating entity. The Company is primarily engaged in the manufacturing and sales of various kinds of printed circuit boards and other related products. As the inventories of such products are subject to rapid changes in science and technology and are susceptible to market price volatility, there is a high risk of inventory losses due to market value decline or obsolescence. The Group’s inventories are measured at the lower of cost and net realisable value. Inventory that is over certain age and individually identified as obsolete or damaged inventory is measured at net realisable value, which is calculated based on historical data on the inventory turnover. The net realisable value which was used in the individual identification and valuation of allowance for inventory valuation losses, involved subjective judgment and uncertainty of estimation. The Group’s inventory and allowance for inventory valuation losses are significant to the consolidated financial statements. We identified the valuation of allowance for inventory valuation loss as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Assessed the reasonableness of policies and procedures related to the provision of allowance for inventory valuation losses based on our understanding of the Company’s operations and the characteristics of its industry and consistently applied in all the periods.
-
Review the Company’s internal control process of inventory management and participate in the annual inventory count in order to assess the effectiveness of the classification of obsolete inventory and internal control over obsolete inventory.
-
Verify the logical appropriateness of the inventory statement used to evaluate to confirm that the information in the statements is consistent with its policies.
-
Verify if the market basis for measuring the net realisable value is consistent with the Company’s policies, randomly check if the selling prices and net realisable values of individual inventories are calculated correctly, and recalculated and evaluated the reasonableness of allowance for inventory valuation losses.
Impairment assessment of Property, Plant and Equipment
Description
Refer to Note 4 (17) for accounting policy on impairment assessment of non-financial assets, Note 5 (2) for accounting estimates and assumption uncertainty in relation to the impairment assessment of property, plant and equipment, Note 6 (8) for a description of accounting items on property, plant and equipment. Note 6(7) for details of investments accounted for using equity method, and Table 6, 7 for information related to the investment using equity method.
15
As at December 31, 2023, the Company’s property, plant and equipment amounted to NT $1,917,467 thousand, the accumulated depreciation and accumulated impairment amounted to NT $1,530,334 thousand and NT $56,857 thousand, respectively, the net amount to the Company’s property, plant and equipment was NT $330,276 thousand, constituting 17% of the parent company only total assets, and its investment using the equity method accounted to NT $582,780 thousand as of December 31, 2023, with the 100% owned subsidiary Uniflex Technology (JiangSu) Ltd. as its main operating entity.
The Company applies the value-in-use model to evaluate the recoverable amount of the aforesaid property, plant and equipment. When determining the cash flows for future operations, it considered the forecasted sales growth rate by its outlook for future operations and calculated the weighted average capital cost rate as the discount rate.
Since the impairment assessment process involves subjective judgements and may lead to inappropriate accounting estimates, which is also an area where judgement must be exercised during the audit process, we identified the impairment assessment of property, plant and equipment as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Obtain the Group’s form for self-assessment on impairment of property, plant and equipment for the cash generating unit.
-
Assess the reasonableness of the sales growth rate used by the management in estimating the cash flows for future operations and compare it with historical data and industry trends.
-
Verify if the weighted average capital cost rate used by the management, including assumptions such as the risk-free rate of return and risk premium, is consistent with the current situation of the Group and the industry, and re-execute and verify the calculation.
Responsibilities of management and those charged with governance for the parent
company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial
statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise
16
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause 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 the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
17
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Chou, Hsiao-Tzu Wu, Han-Chi
For and on behalf of PricewaterhouseCoopers, Taiwan February 22, 2024
---------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
18
UNIFLEX TECHNOLOGY INC.
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(4) 6(5) 6(5) 6(5) and 7 6(6) and 8 6(3) 6(7) 6(8)(10) and 8 6(9) 6(25) 6(8) 7 |
December 31,2023 AMOUNT % $ 338,600 17 - - 95,201 5 2,375 - 455,647 23 1,342 - 8,614 1 99,679 5 27,052 1 1,028,510 52 - - 582,780 29 330,276 17 5,003 - 254 - 45,528 2 3,245 - 924 - 968,010 48 $ 1,996,520 100 |
December 31,2022 | December 31,2022 |
|---|---|---|---|---|
| AMOUNT $ 338,600 - 95,201 2,375 455,647 1,342 8,614 99,679 27,052 1,028,510 - 582,780 330,276 5,003 254 45,528 3,245 924 968,010 $ 1,996,520 |
AMOUNT $ 246,543 - - 2,762 596,449 1,587 6,130 86,162 23,642 963,275 - 654,274 396,301 7,466 830 50,649 7,439 997 1,117,956 $ 2,081,231 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss-current 1136 Financial assets at amortized cost- current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 130X Inventories 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1915 Prepayments for equipment 1990 Other non-current assets - others 15XX Total non-current assets 1XXX Total assets |
12 - - - 29 - - 4 1 |
|||
| 46 | ||||
| - 32 19 - - 3 - - |
||||
| 54 | ||||
| 100 |
(Continued)
19
UNIFLEX TECHNOLOGY INC.
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31,2023 December 31,2022 Notes AMOUNT % AMOUNT % 6(11) $ 118,000 6 $ 260,000 12 129,078 6 76,627 4 7 588,614 30 599,119 29 6(12) and 7 119,285 6 112,113 5 6(9) and 7 2,634 - 3,615 - 6(13) and 8 105,782 5 125,080 6 2,087 - 2,079 - 1,065,480 53 1,178,633 56 6(13) and 8 275,928 14 305,278 15 6(25) 620 - 32 - 7 2,369 - 3,850 - 45 - 45 - 278,962 14 309,205 15 1,344,442 67 1,487,838 71 6(16) 971,598 49 1,561,448 75 6(17)(18) 39,402 2 395 - 6(18) ( 270,986 ) ( 13 ) ( 889,851) ( 43) ( 87,936 ) ( 5 )( 78,599) ( 3) 652,078 33 593,393 29 9 11 $ 1,996,520 100 $ 2,081,231 100 |
|---|---|
| Current Liabilities 2100 Short-term borrowings 2170 Accounts Payable 2180 Accounts payable - related parties 2200 Other payables 2280 Lease liabilities - current 2320 Long-term liabilities, current portion 2399 Other current liabilities - others 21XX Total current liabilities Non-current Liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Share capital - common shares Capital surplus 3200 Capital surplus Retained earnings 3350 Accumulated deficit Other equity interest 3400 Other equity 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these parent company only financial statements.
20
UNIFLEX TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
| Item 4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Operating loss Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit (loss) of subsidiaries,associates, and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Loss before income tax 7950 Income tax expense 8200 Loss for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8316 Unrealised gain or loss from investment in equity instruments measured by fair value through other comprehensive income 8310 Other comprehensive income(loss) that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8399 Income tax related to items that may be reclassified 8360 Components of other comprehensive income(loss) that will be reclassified to profit or loss 8300 Total other comprehensive income(loss) for the year 8500 Total comprehensive loss for the year Basic earnings per share 9750 Total basic loss per share Diluted earnings per share 9850 Total diluted earnings per share |
Year ended December 31 2023 2022 Notes AMOUNT % AMOUNT % 6(19) and 7 $ 1,294,233 100 $ 1,599,709 100 6(6)(23) (24) and 7 ( 1,373,262) ( 106) ( 1,663,445) ( 104) ( 79,029) ( 6) ( 63,736) ( 4) 6(23) (24) ( 31,989) ( 2 ) ( 37,871) ( 2 ) ( 75,222) ( 6 ) ( 70,203) ( 4 ) ( 27,951) ( 2 ) ( 23,374) ( 2 ) 1,668 - ( 142 ) - ( 133,494) ( 10) ( 131,590) ( 8) ( 212,523) ( 16) ( 195,326) ( 12) 6(20) 19,095 2 338 - 6(21) 9,136 1 3,421 - 6(10)(22) 2,287 - ( 40,001) ( 3 ) ( 21,114 ) ( 2 ) ( 14,440) ( 1 ) 6(7) ( 59,823) ( 5) 19,770) ( 1) ( 50,419) ( 4) 70,452) ( 5) ( 262,942) ( 20 ) ( 265,778) ( 17 ) 6(25) ( 8,043) ( 1) ( 723 ) - ( $ 270,985) ( 21) ( $ 266,501) ( 17) $ - - $ - - - - - - ( 11,671 ) ( 1 ) 9,603 1 6(25) 2,334 - ( 1,921) - ( 9,337) ( 1) 7,682 1 ( $ 9,337) ( 1 ) $ 7,682 1 ( $ 280,322) ( 22 )( $ 258,819) ( 16) 6(26) ( $ 4.01 )( $ 3.97) 6(26) ( $ 4.01 ) ( $ 3.97) |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
21
UNIFLEX TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| Year 2022 Balance at January 1, 2022 Loss for the year Other comprehensive loss for the year Total comprehensive loss for the year Balance at December 31, 2022 Year 2023 Balance at January 1, 2023 Loss for the year Other comprehensive income for the year Total comprehensive income(loss) for the year Capital reduction to offset accumulated deficits Issue of shares Share-based payments Balance at December 31, 2023 |
Notes Share capital - commonstock $ 1,561,448 - - - $ 1,561,448 $ 1,561,448 - - - 6(16) ( 889,850 ) 6(16) 300,000 6(15) - $ 971,598 |
Capitalsurplus Capital surplus - additional paid-in capital Capital surplus - Recognised value of changes in equity of ownership of subsidiaries Accumulated deficit $ - $ 395 ($ 623,350) - - ( 266,501) - - - - - ( 266,501) $ - $ 395 ($ 889,851) $ - $ 395 ($ 889,851) - - ( 270,985) - - - - - ( 270,985) - - 889,850 30,000 - - 9,007 - - $ 39,007 $ 395 ($ 270,986) |
Otherequity interest | Otherequity interest | Total | |
|---|---|---|---|---|---|---|
| Financial statements translation differences of foreignoperations |
Unrealised Gains (Losses) on financial assets measured at fair value through other comprehensive income |
|||||
| ($ 51,523) - 7,682 7,682 ($ 43,841) ($ 43,841) - ( 9,337) ( 9,337) - - - ($ 53,178) |
($ 34,758) - - - ($ 34,758) ($ 34,758) - - - - - - ($ 34,758) |
$ 852,212 ( 266,501 ) 7,682 ( 258,819 ) $ 593,393 $ 593,393 ( 270,985 ) ( 9,337 ) ( 280,322 ) - 330,000 9,007 $ 652,078 |
The accompanying notes are an integral part of these parent company only financial statements.
22
UNIFLEX TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense (including right-of-use assets) Amortisations Expected impairment loss (gain) Share-based payments Interest expenses Interest income Share of loss (gain) of associates accounted for using equity method Loss (gain) on disposals of property, plant and equipment Profit from lease modification Impairment loss/gain on reversal of impairment loss on non- financial assets Changes in operating assets and liabilities Change in operating assets Notes receivable,net Accounts receivable Accounts receivable - related parties Other receivables Inventories Other current assets Change in operating liabilities Notes payable Accounts Payable Accounts payable - related parties Other payables Other current liabilities Cash inflow (outflow) generated from operations Interest received Interest paid Net cash inflows(outflows) from operating activities |
Notes ( 6(8)(9)(23) 6(23) ( 6(15) 6(20) ( 6(7) 6(22) ( 6(9) ( 6(10)(22) ( ( ( ( ( ( |
Year ended December 31 2023 2022 $ 262,942 ) ( $ 265,778 ) 88,284 156,699 576 702 1,668 ) 142 9,007 - 21,114 14,440 19,095 ) ( 338 ) 59,823 19,770 1,648 ) 234 30 ) - 762 ) 58,000 387 1,438 142,470 332,094 245 ( 390 ) 2,484 ) 7,326 13,517 ) 28,652 3,410 ) 2,772 - ( 1 ) 52,451 ( 63,800 ) 10,505 ) ( 58,350 ) 8,312 ( 19,110 ) 8 874 66,616 215,376 19,095 338 21,180 ) ( 14,179 ) 64,531 201,535 |
|---|---|---|
| 2023 $ 262,942 ) ( 88,284 576 1,668 ) 9,007 21,114 19,095 ) ( 59,823 1,648 ) 30 ) 762 ) 387 142,470 245 ( 2,484 ) 13,517 ) 3,410 ) - ( 52,451 ( 10,505 ) ( 8,312 ( 8 66,616 19,095 21,180 ) ( 64,531 |
(Continued)
23
UNIFLEX TECHNOLOGY INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at amortised cost Acquisition of property, plant, and equipment Proceeds from disposal of property, plant, and equipment Increase in prepayments for equipment Decrease in refundable deposits Net cash outflows from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from issuing shares Payments of lease liabilities Net cash inflows (outflows) from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of year Cash and cash equivalents at the end of year |
Notes 6(4) ( 6(27) ( ( ( 6(28) 6(28) ( 6(28) 6(28) ( 6(16) 6(28) ( |
Year ended December 31 2023 2022 $ 95,201 ) - 14,501 ) ( $ 12,700 ) 2,410 1,822 741 ) ( 1,618 ) 73 132 107,960 ) ( 12,364 ) 367,360 312,579 509,360 ) ( 130,249 ) 200,000 - 248,648 ) ( 190,791 ) 330,000 - 3,866 ) ( 4,126 ) 135,486 ( 12,587 ) 92,057 176,584 246,543 69,959 $ 338,600 $ 246,543 |
|---|---|---|
| 2023 $ 95,201 ) 14,501 ) ( 2,410 741 ) ( 73 107,960 ) ( 367,360 509,360 ) ( 200,000 248,648 ) ( 330,000 3,866 ) ( 135,486 ( 92,057 246,543 $ 338,600 |
The accompanying notes are an integral part of these parent company only financial statements.
24
Representation Letter
In connection with the Consolidated Financial Statements of Affiliated Enterprises of UNIFLEX TECHNOLOGY INC. AND SUBSIDIARIES (the “Consolidated FS of the Affiliates”), we represent to you that, the entities required to be included in the Consolidated FS of the Affiliates as of and for the year ended December 31, 2023 in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as those required to be included in the Consolidated Financial Statements of UNIFLEX TECHNOLOGY INC. AND SUBSIDIARIES (the “Consolidated FS of the Group”) in accordance with International Financial Reporting Standard 10. Additionally, the information required to be disclosed in the Consolidated FS of Affiliates is disclosed in the Consolidated FS of the Group. Consequently, UNIFLEX TECHNOLOGY INC. AND SUBSIDIARIES do not prepare a separate set of Consolidated FS of Affiliates.
Very truly yours,
UNIFLEX TECHNOLOGY INC. AND SUBSIDIARIES
By
Tseng Tzyy-Jang February 22,2024
25
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Uniflex Technology Inc.
Opinion
We have audited the accompanying consolidated balance sheets of Uniflex Technology Inc. and its subsidiaries (the “Group”) as at December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of the most significance in our audit of the Group’s 2023 consolidated financial statement. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2023 consolidated financial statements are stated as follows:
26
Valuation of allowance for inventory valuation losses
Description
Refer to Note 4 (13) for accounting policy on inventory valuation, Note 5 (2) for accounting estimates and assumption uncertainty in relation to inventory valuation, and Note 6 (6) for a description of allowance for inventory valuation losses. As at December 31, 2023, the Group’s inventory and allowance for valuation loss amounted to NT$311,736 thousand and NT$85,692 thousand, respectively.
The Group is primarily engaged in the manufacturing and sales of various kinds of printed circuit boards and other related products. As the inventories of such products are subject to rapid changes in science and technology and are susceptible to market price volatility, there is a high risk of inventory losses due from market value decline or obsolescence. The Group’s inventories are measured at the lower of cost and net realisable value. Inventory that is over certain age and individually identified as obsolete or damaged inventory is measured at net realisable value, which is calculated based on historical data on the inventory turnover. The net realisable value which was used in the individual identification and valuation of allowance for inventory valuation losses, involved subjective judgment and uncertainty of estimation. The Group’s inventory and allowance for inventory valuation losses are significant to the consolidated financial statements. We identified the valuation of allowance for inventory valuation loss as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Assessed the reasonableness of policies and procedures related to the provision of allowance for inventory valuation losses based on our understanding of the Group’s operations and the characteristics of its industry and consistently applied in all periods.
-
Review the Group's internal control process of inventory management and participate in the annual inventory count in order to assess the effectiveness of the classification of obsolete inventory and internal control over obsolete inventory.
-
Verify the logical appropriateness of the inventory statement used to evaluate to confirm that the information in the statements is consistent with its policies.
-
Verify if the market basis for measuring the net realisable value is consistent with the Group's policies, randomly check if the selling prices and net realisable values of individual inventories are calculated correctly, and recalculated and evaluated the reasonableness of allowance for inventory valuation losses.
27
Impairment assessment of Property, Plant and Equipment
Description
Refer to Note 4 (17) for accounting policy on impairment assessment of non-financial assets, and Note 5 (2) for accounting estimates and assumption uncertainty in relation to the impairment assessment of property, plant and equipment.
As at December 31, 2023, the property, plant and equipment amounted to NT $2,871,970 thousand, the accumulated depreciation and accumulated impairment amounted to NT $2,375,128 thousand and NT $56,857 thousand, respectively, the net amount to the Group’s property, plant and equipment was NT $439,985 thousand, constituting 23% of consolidated total assets.
The Group applies the value-in-use model to evaluate the recoverable amount of the aforesaid property, plant and equipment. When determining the cash flows for future operations, it considered the forecasted sales growth rate by its outlook for future operations and calculated the weighted average capital cost rate as the discount rate.
Since the impairment assessment process involves subjective judgments and may lead to inappropriate accounting estimates, which is also an area where judgment must be exercised during the audit process, we identified the impairment assessment of property, plant and equipment as a key audit matter.
How our audit addressed the matter
In addition to testing the accuracy of the calculation of the recoverable amount of the assets assessed by the Group as impaired on the balance sheet date, we performed the following audit procedures:
-
Obtain the Group’s form for self-assessment on impairment of property, plant and equipment for the cash generating unit.
-
Assess the reasonableness of the sales growth rate used by the management in estimating the cash flows for future operations and compare it with historical data and industry trends.
-
Verify if the weighted average capital cost rate used by the management, including assumptions such as the risk-free rate of return and risk premium, is consistent with the current situation of the Group and the industry, and re-execute and verify the calculation.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion on the parent company only financial statements of Uniflex Technology Inc. as at and for the years ended December 31, 2023 and 2022.
28
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.
Auditors' responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
29
and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
30
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Chou, Hsiao-Tzu Wu, Han-Chi
For and on behalf of PricewaterhouseCoopers, Taiwan
February 22, 2024
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
31
UNIFLEX TECHNOLOGY INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(4) and 8 6(5) 6(5) 6(5) and 7 6(6) and 8 6(3) 6(7)(9) and 8 6(8) and 8 6(24) 6(7) 7 |
December 31,2023 AMOUNT % $ 379,963 20 - - 95,201 5 7,157 - 664,695 34 1,342 - 9,496 1 226,044 12 45,753 2 1,429,651 74 - - 439,985 23 13,304 1 2,483 - 45,528 2 5,734 - 2,181 - 509,215 26 $ 1,938,866 100 |
December 31,2022 | December 31,2022 |
|---|---|---|---|---|
| AMOUNT $ 379,963 - 95,201 7,157 664,695 1,342 9,496 226,044 45,753 1,429,651 - 439,985 13,304 2,483 45,528 5,734 2,181 509,215 $ 1,938,866 |
AMOUNT $ 272,913 - - 3,050 624,284 1,587 6,374 174,513 44,032 1,126,753 - 544,251 22,528 4,468 50,649 9,758 1,705 633,359 $ 1,760,112 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss-current 1136 Financial assets at amortized cost-current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 130X Inventories 1479 Other current assets - others 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non- current 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1915 Prepayments for equipment 1990 Other non-current assets - others 15XX Total non-current assets 1XXX Total assets |
16 - - - 35 - - 10 3 |
|||
| 64 | ||||
| - 31 1 - 3 1 - |
||||
| 36 | ||||
| 100 |
(Continued)
32
UNIFLEX TECHNOLOGY INC.
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31,2023 December 31,2022 Notes AMOUNT % AMOUNT % 6(10) and 8 $ 322,667 17 $ 304,049 17 350,025 18 209,478 12 7 32 - - - 6(11) and 7 214,871 11 209,430 12 6(8) and 7 2,634 - 3,615 - 6(12) and 8 105,782 5 125,080 7 11,815 1 5,862 1 1,007,826 52 857,514 49 6(12) and 8 275,928 14 305,278 17 6(24) 620 - 32 - 7 2,369 - 3,850 - 45 - 45 - 278,962 14 309,205 17 1,286,788 66 1,166,719 66 6(15) 6(15) 971,598 50 1,561,448 89 6(16)(17) 39.402 2 395 - 6(17) ( 270,986) ( 14) ( 889,851) ( 51) ( 87,936) ( 4) ( 78,599) ( 4) 652,078 34 593,393 34 9 11 $ 1,938,866 100 $ 1,760,112 100 |
|---|---|
| Current Liabilities 2100 Short-term borrowings 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2280 Lease liabilities - current 2320 Long-term liabilities, current portion 2399 Other current liabilities - others 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2670 Other non-current liabilities - others 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of the parent Share capital 3110 Share capital - common shares Capital surplus 3200 Capital surplus Retained earnings 3350 Accumulated deficit Other equity 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements..
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UNIFLEX TECHNOLOGY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except earnings per share amount)
| Item | Year ended December 31 2023 2022 Notes AMOUNT % AMOUNT % 6(18) and 7 $ 1,541,212 100 $ 1,669,509 100 6(6)(22)(23) and 7 ( 1,553,910) ( 101 ) ( ( 1,666,475 ) )( 100) ( 12,698) ( 1 ) 3,034 - 6(22)(23) ( 65,928) ( 4 ) ( ( 76,199 ) )( 4 ) ( 129,385) ( 8 ) ( ( 126,184 ) )( 8 ) ( 77,903) ( 5 ) ( ( 75,959 ) )( 4 ) 1,369 - ( 1,028 - ( 271,847) ( 17 ) ( ( 277,314 ) )( 16) ( 284,545) ( 18 ) ( ( 274,280 ) )( 16) 6(4)(19) 19,196 1 538 - 6(20) 15,790 1 10,298 - 6(9)(21) 13,161 1 ( 12,889 1 ( 26,544) ( 2 ) ( ( 15,223 ) )( 1) 21,603 - ( 8,502 - ( 262,942) ( 17 ) ( ( 265,778 ) )( 16 ) 6(24) ( 8,043) - ( ( 723 )) - ($ 270,985) ( 17 ) (($ 266,501 ) )( 16) $ - - $ - - - - - - ( 11,671 ) ( 1 ) ( 9,603 - 6(24) 2,334 - ( 1,921) - ( 9,337 ) ( 1 ) ( 7,682 ) - ($ 9,337 ) ( 1 ) ( $ 7,682 ) - ($ 280,322 ) ( 18 ) (($ 258,819)) ( 16) ($ 270,985) ( 17 ) ($ 266,501 ) ( 16) ($ 280,322) ( 18 ) ($ 258,819 ) ( 16) 6(25) ($ 4.01) (($ 3.97) 6(25) ($ 4.01) (($ 3.97) |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Net operating (loss) margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Impairment gain determined in accordance with IFRS 9 6000 Total operating expenses 6900 Operating loss Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Loss before income tax 7950 Income tax expense 8200 Loss for the year 8316 Unrealised gain or loss from investments in equity instruments measured at fair value through other comprehensive income 8310 Other comprehensive income (loss) that will not be reclassified to profit or loss Components of other comprehensive income (loss)that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8399 Income tax related to items that may be reclassified 8360 Components of other comprehensive loss that will be reclassified to profit or loss 8300 Total Other comprehensive income(loss) for the year 8500 Total comprehensive loss for the year Loss attributable to: 8610 Owners of the parent Comprehensive income attributable to: 8710 Owners of the parent 9750 Basic earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these consolidated financial statements..
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UNIFLEX TECHNOLOGY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| Year 2022 Balance at January 1,2022 Loss for the year Other comprehensive loss for the year Total comprehensive loss for the year Balance at December 31, 2022 Year 2023 Balance at January 1, 2023 Loss for the year Other comprehensive income for the year Total comprehensive income (loss) for the year Capital reduction to offset accumulated deficits Issue of shares Share-based payments Balance at December 31, 2023 |
Notes 6(15) 6(15) 6(14) |
Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Total | |||
|---|---|---|---|---|---|---|---|---|
| Capital surplus Capital surplus , additional paid-in capital Capital surplus - Recognised value of changes in equity of ownership of subsidiaries Accumulated deficit $ - $ 395 ( $ 623,350) - - ( 266,501) - - - - - ( 266,501) $ - $ 395 ( $ 889,851) $ - $ 395 ( $ 889,851) - - ( 270,985) - - - - - ( 270,985) - - 889,850 30,000 - - 9,007 - - $ 39,007 $ 395 ( $ 270,986) |
Other equityinterest | |||||||
| Financial statements translation differences of foreignoperations |
Unrealised gains (losses) from financial assets measuredat fair value through other comprehensive income |
|||||||
| ( $ 51,523) - 7,682 7,682 ( $ 43,841) ( $ 43,841) - ( 9,337) ( 9,337) - - - ( $ 53,178) |
( $ 34,758) - - - ( $ 34,758) ( $ 34,758) - - - - - - ( $ 34,758) |
$ 852,212 ( 266,501) 7,682 ( 258,819) $ 593,393 $ 593,393 ( 270,985) ( 9,337) ( 280,322) - 330,000 9,007 $ 652,078 |
The accompanying notes are an integral part of these consolidated financial statements.
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UNIFLEX TECHNOLOGY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense (including right-of- use assets) Amortisation Expected impairments gain Share-based payments Interest expense Interest income Gain on disposals of property, plant and equipment Profit from lease modification Impairment loss/gain on reversal of impairment loss on non-financial assets Changes in operating assets and liabilities Changes in operating assets Notes receivable, net Accounts receivable Accounts receivable - related parties Other receivables Inventories Other current assets - Others changes in operating liabilities Notes payable Accounts payable Accounts payable - related parties Other payables Other current liabilities Cash inflow (outflow) generated from operations Interest received Interest paid Net cash inflows(outflows) from operating activities |
Notes | Year ended December 31 | Year ended December 31 |
|---|---|---|---|
| 2023 $ 262,942 ) ( 130,251 1,945 1,369 ) ( 9,007 26,544 19,196 ) ( 1,770 ) ( 30 ) 762 ) 4,107 ) 39,031 ) 245 3,122 ) 51,531 ) 1,721 ) - ( 140,547 ( 32 ( 12,298 ( 5,953 58,759 ) 19,196 25,560 ) ( 65,123 ) |
2022 $ 265,778 ) 204,901 1,764 1,028 ) - 15,223 538 ) 872 ) - 58,000 1,999 352,471 20 8,785 49,801 5,471 1 ) 211,977 ) 64 ) 49,331 ) 1,622 170,468 538 14,766 ) 156,240 |
||
| ( 6(7)(8)(22) 6(22) ( 6(14) 6(19) ( 6(21) ( 6(8) ( 6(9)(21) ( ( ( ( ( ( ( ( ( (Continued) |
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UNIFLEX TECHNOLOGY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at amortised cost Acquisition of property, plant, and equipment Proceeds from disposal of property, plant, and equipment Increase in prepayments for equipment Decrease in refundable deposits Net cash outflow from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from issuing shares Payments of lease liabilities Net cash inflows from financing activities Effects of foreign exchange translations Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year |
Notes Year ended December 31 2023 2022 6(4) ( $ 95,201 ) $ - 6(26) ( 27,301 ) ( 30,217 ) 2,532 2,929 ( 18,749 ) ( 22,119 ) ( 476 ) 272 ( 138,925 ) ( 49,135 ) 6(27) 722,323 445,162 6(27) ( 699,069 ) ( 218,551 ) 6(27) 200,000 - 6(27) ( 248,648 ) ( 190,791 ) 6(15) 330,000 - 6(27) ( 3,866 ) ( 4,126 ) 300,740 31,694 10,358 23,292 107,050 162,091 272,913 110,822 $ 379,963 $ 272,913 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
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Appendix 1
UNIFLEX TECHNOLOGY INC. Articles of Incorporation
Date: 2023/5/24
Chapter 1 General Principles
- Article 1: The Company is organized in accordance with the provisions of the Company Law and is named Uniflex Technology Inc.
The Company’s English name is UNIFLEX TECHNOLOGY INC.
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Article 2: The Company operates as follows:
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CC01080 Electronics Components Manufacturing
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CC01060 Manufacture of wired communication machinery and equipment.
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F113050 Wholesale of Computers and Clerical Machinery Equipment
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F113070 Wholesale of telecommunications equipment.
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F401010 International Trade
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CA04010 Surface Treatments
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CA03010 Heat Treatment
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CA01050 Steel Secondary processing
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ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 2-1: When the Company is a limited liability shareholder of another company, its total investment shall not be restricted by Article 13 of the Company Law, which shall not exceed 40% of the total paid-in capital.
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Article 3: The Company’s head office in Taichung City, Taiwan Province may establish branches domestically and abroad, subject to the resolutions of the Board of Directors and the approval of the Regulator.
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Article 3-1: Due to business needs, the Company may, after the resolution of the Board of Directors, guarantee the external endorsement and its operations shall be handled in accordance with the endorsement guarantee operation procedures of the Company.
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Article 4: Delete.
Chapter 2 Capital Stock
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Article 5 The total capital of the Company is set at NT $4.5 billion, divided into 450 million shares, and the amount per share is NT $10 dollars, of which 20 million shares are reserved for the exercise of option certificates, preference share with option or bonds with option. The unissued part of the resolution of the authorized board of directors is issued in installments; the issue price of each share shall be determined by the board of directors in accordance with the Company Law or securities-related laws.
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Article 5-1: If an employee share option certificate is issued at a subscription price lower than the stock market price as of the date of issue, or the treasury shares are transferred to employees at a lower average price than the actual repurchase price, it shall be issued only after a special resolution of the shareholders’ meeting.
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Article 6: Delete.
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Article 7: The shares of the Company shall be inscribed or registered and signed or sealed by the directors representing the Company and issued after being legally issued.
After the public offering of the Company, the Company may be exempt from printing stocks and may, at the request of the centralized securities depository, merge to issue large denomination securities.
Shares issued under the provisions of the preceding paragraph shall be registered or kept with the centralized securities depository.
- Article 7-1: The Company’s announcement method shall be handled in accordance with Article 28 of the Company Law.
After the public offering of the Company, the handling of shares shall be handled in accordance with the provisions of the Standards for the Handling of Shares of Public Offering Companies promulgated by the regulator.
- Article 8: The Company’s share affairs are handled in accordance with the provisions of the “Guidelines for the Handling of Public Offering Shares” promulgated by the regulator.
Changes recorded in the register of shareholders shall not be made within 60 days prior to the meeting of the general meeting of shareholders, within 30 days prior to the extraordinary meeting of shareholders or within 5 days prior to the base date on which the Company decides to distribute dividends and bonuses or other benefits.
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Chapter 3 Shareholders’ Meeting
- Article 9: The shareholders' meeting shall be divided into two kinds of annual meetings and extraordinary meetings. The annual meeting shall be held once a year.It shall be convened by the board of directors within six months after the end of each fiscal year, and the extraordinary meeting shall be convened in accordance with the law when necessary.
The convening of an ordinary meeting of shareholders shall be conducted in accordance with the provisions of Article 172 of the Company Law, and the date, place, and reason for convening the meeting shall be stipulated in accordance with laws and regulations.
When the shareholders’ meeting of the Company is held, it may be held by videoconference or other means announced by the central regulator.
- Article 10: When the shareholder is unable to attend the shareholders’ meeting for any reason, he/she may obtain a power of attorney issued by the company stating the scope of authorization, signature or seal entrusted agent to attend.
Except as provided in Article 177 of the Company Law, the method of entrustment by shareholders shall be handled in accordance with the “Rules for the Use of Entrustment Documents by Public Offering Companies Attending Shareholders’ Meetings” promulgated by the regulator after the public offering of the shares of the Company.
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Article 10-1: When the shareholders’ meeting is held, the director of the board shall be the chairman. When the chairman of the board of directors asks for a leave of absence or is unable to exercise his/her authority for any reason, he/she shall do so in accordance with the provisions of Article 208 of the Company Law. The chairman of a convener other than the board of directors shall serve as the convener, and if there are two or more conveners, they shall recommend either of them to serve as the convener.
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Article 11: Shareholders of the Company shall have one vote per share, not limited to those who are restricted or have no voting rights as listed in Article 157, paragraph 3 and Article 179 of the Company Law. When a shareholders’ meeting is convened, the voting rights of the shareholders may be exercised via correspondence or electronically.
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Article 12: Except as otherwise provided in the Company Act or in this Articles of Incorporation, the adoption of a resolution in a shareholders’ meeting shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders, and the attending shareholders require the representation of a majority of all shares. In the case of a vote, if the chairman consults with no
40
objection, it shall be deemed to have passed, and its effect shall be the same as that of a vote.
The resolution matters of the shareholders’ meeting shall be made into minutes, signed or sealed by the chairman, and the minutes shall be distributed to each shareholder within 20 days after the meeting. The production and distribution of the minutes of the preceding paragraph may be done electronically. After the public offering of the shares of the Company, the minutes of the preceding paragraph can be distributed by way of announcement.
Chapter 4 Director
- Article 13: The Company shall have seven to ten directors, who shall be elected by the Board of Shareholders for a term of three years and shall be re-elected based on the nomination system. The number of directors shall be determined by the board of directors.
In the number of directors set forth in the preceding paragraph, the number of independent directors shall not be under three, and shall not be less than onefifth of the number of directors. The professional qualifications of independent directors, holding of shares, restrictions on part-time employment, nomination and election methods and other matters to be complied with shall be handled in accordance with relevant laws and regulations.
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Article 13-1: During the term of office of all directors, the Company may purchase liability insurance for all directors for their liabilities according to law regarding the scope of their business.
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Article 13-2: Delete.
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Article 13-3: The Company has established an audit committee in accordance with the provisions of Article 14-4 of the Securities and Exchange Act, which is composed of all independent directors. The audit committee shall abolish the supervisor at the same time as the establishment date.
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Article 14: The board of directors is organized by the directors, with the attendance of more than two-thirds of the directors and the consent of more than half of the directors to elect a chairman of the board of directors. The chairman of the board of directors represents the Company externally and is the chairman of the board of shareholders and the board of directors internally.
The board of directors shall convene at least once a quarter, and the board of directors shall notify the directors seven days before the meeting. However, for urgent matters or the request of more than half of the directors, the meetings may be convened at any time.
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The notice summoned in the preceding paragraph should take place in the way of writing, e-mail, or fax.
- Article 15: If the chairman of the board of directors asks for leave or is unable to exercise his/her authority for any reason, his/her agent shall be handled in accordance with the provisions of Article 208 of the Company Law.
When the board of directors convenes a meeting, the directors shall be personally present as a rule. However, if they fail to attend due to special accidents, they may be represented by other directors. If the board of directors convenes a meeting by videoconference, the director shall be deemed to attend the meeting in person by videoconference. When the directors entrust other directors to attend a meeting as a proxy, they shall hold a power of attorney each time and list the scope of authorization for the reasons for convening. The proxy in the preceding paragraph is limited to the entrustment of one person.
- Article 16: The remuneration of all directors, regardless of operating profit or loss, is authorized to be paid by portion by the board of directors by referring to the standard of the same business and in accordance with their level of participation in and contribution to the operations of the Company.
Chapter 5 The Manager
- Article 17: The Company may set up a CEO and a general manager, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Law.
Chapter 6 Accounting
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Article 18: The Company’s fiscal year runs from January 1 to December 31. The Company shall, at the end of each fiscal year, prepare the following registers by the Board of Directors, which shall be submitted to the Audit Committee for review 30 days before the opening of the annual shareholders’ meeting for approval at the annual shareholders’ meeting: (1) Business report (2) Financial Statements; (3) Proposal for the distribution of profits or the appropriation of losses.
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Article 18-1: If there is a profit in the company’s annual profit (that is, the pre-tax gains are deducted from the profit before the assigned employee and the director’s remuneration), it shall be allocated not more than 2% for the director’s remuneration and 1% to 20% for the employee’s remuneration, but if the company still has cumulative losses, it shall be compensated first.
The remuneration shall be distributed in cash or stock to the employees including the ones of the subordinate companies that meet certain criteria.
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The remuneration of employees and the distribution of remuneration of directors and supervisors shall be decided by the board of directors with the consent of more than half of the directors out of more than two-thirds of the attending directors, and the report of the shareholders’ meeting should be given.
Article 19: If the annual accounts of the Company are profitable, they shall be distributed in the following order:
-
Pay for the taxes.
-
Make up for the loss.
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Ten percent of the contribution is statutory surplus reserve; however, it’s not limited to the fact that the accumulation of statutory surplus reserve has reached the total capital of the Company.
-
Appropriation of special surplus reserve is in accordance with laws and regulations or regulations of the regulator.
If there is any remaining balance, it shall be the shareholders’ dividend, together with the cumulative undistributed earnings of the previous year, which shall be distributed by the board of directors through a resolution of the shareholders’ meeting.
- Article 20: The Company’s policy of distributing dividends, taking into account the Company’s environment, shall be based on the Company’s current and future investment environment, capital needs, domestic and foreign competitive conditions and capital budget, taking into account the interests of shareholders, balancing dividends and the Company’s long-term financial planning, etc., and the Board of Directors shall draw up a distribution plan and report it to the Shareholders’ Meeting every year in accordance with the law. Issuance of dividends to shareholders, of which cash dividends are 10% to 100% of the total dividend and stock dividends are 0% to 90% of the total dividend.
Chapter 7 Miscellaneous
-
Article 21: Matters not stipulated in these Articles of Association shall be handled in accordance with the Company Law and other relevant laws and regulations.
-
Article 22: These Articles of Incorporation were established on November 10, 1990. The 1st amendment was made on September 7, 1992. The 2nd amendment was made on February 10, 1995. The 3rd amendment was made on March 26, 1998. The 4th amendment was made on June 26, 1998. The 5th amendment was made on August 10, 1998. The 6th amendment was made on December 24, 1998. The 7th amendment was made on June 7, 2002.
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The 8th amendment was made on June 26, 2003. The 9th amendment was made on May 10, 2004. The 10th amendment was made on May 26, 2005. The 11th amendment was made on June 30, 2006. The 12th amendment was made on June 27, 2008. The 13th amendment was made on January 15, 2010. The 14th amendment was made on March 15, 2010. The 15th Amendment on June 30, 2010. The 16th amendment was made on April 13, 2011. The 17th amendment was made on June 25, 2013. The 18th amendment was made on May 29, 2015. The 19th amendment was made on June 2, 2016. The 20th amendment was made on June 6, 2019. The 21st amendment was made on June 30, 2020. The 22nd amendment was made on June 17, 2022. The twenty-third amendment was made on May 24, 2023.
UNIFLEX TECHNOLOGY INC.
Chairman: Tzyy-Jang Tseng
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Appendix 2
UNIFLEX TECHNOLOGY INC. Rules of Procedure for Shareholders’ Meetings
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Article 1: In order to establish a good governance system for the Company’s shareholders’ meeting, improve the oversight function, and strengthen the management function, this rule is formulated in accordance with Article 5 of the Code of Practice on Listing and Listing.
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Article 2: The rules of procedures for the Company’s shareholders’ meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in the Rules.
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Article 3: Unless otherwise provided by law or regulation, the Company’s shareholders’ meetings shall be convened by the board of directors.
-
Thirty days before the annual shareholders’ meeting or fifteen days before the extraordinary shareholders’ meeting, the notice of the meeting of the shareholders’ meeting, the paper of proxy, the relevant recognition proposal, the discussion proposal, the election or dismissal of directors and other proposals shall be made into electronic files and sent to the Market Observation Post System (MOPS). And 21 days before the annual shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, the handbook and supplementary information of the shareholders’ meeting shall be made into electronic files and sent to the Market Observation Post System (MOPS). Fifteen days before the shareholders’ meeting, the handbook and supplementary information of the shareholders’ meeting shall be prepared in advance for the shareholders to refer to or review at any time. And they shall be displayed in the Company and the professional stock agency appointed by the Company, and shall be distributed on the spot in the shareholders’ meeting.
Notices and public announcements shall specify the reasons for the meeting, and the meeting notices may, as an alternative, be given by means of electronic transmission, upon obtaining a prior consent from the recipient(s) thereof.
Matters relating to the election or dismissal of directors, alteration of the articles of Incorporation, capital reduction, application for suspension of the public offering, permission for directors to compete, transfer of surplus to the capital increase, transfer of reserve to the capital increase, dissolution of the company, merger, demerger or the provisions of Article 185, paragraph (1) shall be listed and explained in the reasons for convocation, and the main contents thereof shall
45
not be proposed by a provisional motion; the main contents thereof may be placed on the website designated by the Company or the website of the securities authority, and the URL thereof shall be stated in the notice.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting, such inauguration date may not be altered by any extempore motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit a written proposal for discussion to the Company at an annual shareholders’ meeting. The number of proposals, however, is limited to one only, and the exceeding ones will not be included in the meeting agenda.
In addition, the proposal proposed by the shareholders includes one of the circumstances of each paragraph of Article 172-1, paragraph (4) of the Company Act, and the board of directors shall not be listed as a proposal. However, the proposals proposed by the shareholders mainly are to urge the Company to improve the public interest or to fulfill social responsibilities, and the board of directors must still be included in the proposal.
The Company shall, before the book closure date prior to the date of convening the annual general meeting, announce the submission of proposals by shareholders, the method of submission in writing or electronically, the place of submission and the acceptance period; and the acceptance period shall not be less than ten days.
Proposals submitted by shareholders shall be limited to 300 words. Those exceeding 300 words shall not be included in the agenda. Shareholders submitting proposals shall attend the shareholders’ meeting in person or by proxy and participate in the discussion of the proposal.
Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list the proposals that conform to the provisions of this article in the meeting notice. For shareholder proposals that are not included in the agenda, the Board of Directors should explain the reasons for not including them at the shareholders’ meeting.
Article 4: A shareholder may appoint a proxy to attend a shareholders’ meeting on his/her/its behalf by executing a power of attorney printed by the Company specifying therein the scope of power authorized to the proxy.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the
46
Company at least five days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, this shall not apply to declarations to revoke the previous proxy.
After the power of attorney is received by the Company, if the shareholder wishes to attend the shareholders’ meeting in person, the shareholder shall submit a written notice to the Company to revoke the proxy at least two days prior to the shareholders’ meeting; if the revocation is made after the deadline, the votes cast by the proxy at the shareholders’ meeting shall prevail.
Article 5: Shareholders’ meeting shall be held at the Company’s premises or at a place that is convenient for shareholders to attend and suitable for holding such meetings. The meeting shall not start earlier than 9:00 am or later than 3:00 pm. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the Meeting.
Article 6: The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The registration time for the shareholders attending the meeting shall be handled at least 30 minutes before the start of the meeting; the registration place shall be clearly marked and be handled by appropriate and qualified personnel.
A shareholder or a proxy appointed by the shareholder (hereinafter referred to as a shareholder) shall attend the shareholders’ meeting with an attendance certificate, attendance card, or other attendance documents. The company shall not arbitrarily require the shareholder to provide any additional documents for verifying his or her attendance. A solicitor soliciting proxy forms shall also bring identification documents for verification purposes.
The Company shall set up a signature book for the attendance of shareholders or proxy entrusted by shareholders (hereinafter referred to as shareholders) to sign on, or the shareholders can submit the signature cards with them instead.
The Company shall deliver the agenda handbook, annual report, attendance certificate, speech slip, ballot, and other meeting materials to the shareholders attending the shareholders’ meeting; for the election of directors, the election ballots shall be attached as well.
When the government or a legal entity is a shareholder, the representative attending the shareholders’ meeting is not limited to one person. When a legal person is entrusted to attend a shareholders’ meeting, only one person may be appointed to represent and attend.
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- Article 7: If a shareholders’ meeting is convened by the Board, the chairman of the Board shall be the chairman presiding at the meeting. If the chairman of the Board is on leave or cannot perform his duties for some reason, the vice chairman shall preside at the meeting on the chairman’s behalf; if the Company does not have a vice chairman or the vice chairman is on leave or cannot perform his duties for some reason, the chairman of the Board shall designate an executive director to serve on his behalf. If there is no executive director, the chairman shall designate one director to act on his behalf. If the chairman has not appointed an agent, the executive directors or directors shall nominate among themselves to act on behalf of the chairman.
The chairman of the shareholders’ meeting should be either a managing director or a director as a proxy who has served for more than six months and has an understanding of the company’s financial business conditions. If the Chairperson is the representative of a juristic person director, the same shall apply.
The chairman of the board of directors shall personally preside over the shareholders’ meeting convened by the board of directors, and a majority of the directors of the board of directors and at least one representative of the members of the audit committee shall attend the meeting, and the attendance shall be recorded in the minutes of the shareholders’ meeting.
If 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. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company shall appoint its designated lawyers, accountants or relevant personnel to attend the shareholders’ meeting.
- Article 8: The Company shall, as of the time when the shareholders attend the shareholders’ meeting, record the shareholders’ attending process, the meeting process, and the voting and counting process without interruption throughout the entire meeting.
The audio-visual data in the preceding paragraph shall be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
- Article 9: Attendance at shareholders’ meetings shall be determined based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
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The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month.
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.
Article 10: If 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 extempore 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.
Unless otherwise resolved at the meeting, the chairman may not announce adjournment of the meeting earlier unless the agenda (including provisional motions) under the preceding two paragraphs are concluded. If the chairman announces the adjournment of the meeting in violation of the Rules, other members of the Board shall promptly assist the attending shareholders to elect, by a majority of votes represented by attending shareholders in the meeting, another person to serve as chairman and continue the meeting in accordance with due procedures.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
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- Article 11: 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. The spoken content shall prevail if it differs from the record of the speech.
For the same proposal, each shareholder may speak no more than twice without the chairperson’s consent, and each time shall not exceed five minutes. However, if a shareholder’s speech violates the regulations or is beyond the scope of the proposal, the chairperson may stop them from speaking.
When a shareholder speaks at the meeting, other shareholders shall not interrupt or interfere unless they have obtained consent from both the chairperson and the speaking shareholder. If there is a violation, the chairperson shall call it to a stop.
When a corporate shareholder appoints two or more representatives to attend the shareholders’ meeting, only one of them may speak on the same proposal.
After shareholders speak, the chairperson must personally respond or designate relevant personnel to respond.
Article 12: Voting at a shareholders’ meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
If a shareholder has a personal interest in a matter under consideration at the meeting that may conflict with the interests of the company, the shareholder shall not participate in the vote, and shall not exercise the voting rights as a proxy for other shareholders.
The number of shares for which voting rights cannot be exercised in the preceding paragraph shall not be counted as part of the voting rights of shareholders present.
Except for trust enterprises or share transfer agencies approved by the securities regulatory authority, if a person is entrusted by two or more shareholders at the same time, the voting rights they represent shall not exceed 3% of the total voting rights of the issued shares. If exceeded, the excess voting rights shall not be counted.
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- Article 13: Each shareholder shall have one vote per share; however, this does not apply to restricted shares or shares without voting rights as specified in Article 179, Paragraph 2 of the Company Act.
When the company convenes a shareholders’ meeting, it shall adopt an electronic method and may adopt a written method for exercising voting rights; when exercising voting rights in writing or electronically, the method of exercising the rights shall be specified in the notice of the shareholders’ meeting. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. However, with respect to the extempore motions and revisions to the original proposals of that meeting, the said shareholder will be considered to have waived his/her rights. The Company is therefore advised to avoid submission of extempore motions and revision to the original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company at least two days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, when a declaration is made to cancel an earlier declaration of intent is not subject to the limits.
If shareholders exercise their voting rights in writing or by electronic means and wish to attend the shareholders’ meeting in person, they shall revoke their expression of intent to exercise their voting rights under the preceding paragraph in the same manner as the exercise of voting rights no later than two days prior to the shareholders’ meeting; if the revocation is made after the deadline, the voting rights exercised in writing or by electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a designated person shall first announce the total number of voting rights represented by the attending shareholders on a case-by-case basis, followed by a poll of the shareholders also on a case-by-case basis. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among
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them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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.
The vote counting or election of proposals at the shareholders’ meeting shall be conducted in an open area of the meeting venue, and the voting results, including the tallied voting rights, shall be announced at the meeting upon completion of the counting, and a record shall be made.
Article 14: 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 the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15: 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 distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The minutes must faithfully record the meeting’s date (year, month, day), place, chairman’s name, resolution method, summary of proceedings, voting results (including the statistical tallies of the numbers of votes). When there is an election of directors, the number of votes for each candidate shall be disclosed. The minutes shall be retained for the duration of the existence of the Company.
Article 16: On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders’ meeting.
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If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under the regulations of Taiwan Stock Exchange Corporation or the ROC Securities Counter Trading Center, the Company shall transmit the contents to the public information observatory within the specified time.
Article 17: Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting venue. When proctors or security personnel help maintain order at the meeting venue, they shall wear an identification card or armband bearing the word “Proctor.”
At the venue of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
If a shareholder violates the rules of procedure and does not comply with the chairman’s correction, obstructing the progress of the meeting, and refuses to be stopped, the chairman may instruct the sergeant-at-arms or security personnel to ask them to leave the venue.
- Article 18: 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 extempore motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
- Article 19: The Rules shall be implemented after having been approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner. The first amendment was made on May 29, 2015.
The second amendment was made on June 30, 2020.
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Appendix 3
UNIFLEX TECHNOLOGY INC. Rules for Director Elections
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Article 1: The election, re-election, and by-election of directors of this company shall be conducted in accordance with the provisions of these Regulations, unless otherwise stipulated by laws or the Articles of Incorporation.
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Article 2: The election of directors of this company adopts the system of cumulative voting by recorded ballot. A voter may indicate on the ballot the shareholder account number or attendance card number in lieu of the voter’s name. In the election of directors of this company, each share shall have voting rights equal to the number of directors to be elected, and may be cast for a single candidate or divided among several candidates.
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Article 3: For the election of directors of this company, the nomination system shall be adopted in accordance with Article 192-1 of the Company Act.
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Article 4: The directors of this company shall be appointed by the shareholders’ meeting from among persons with legal capacity, and in accordance with the number prescribed by the company’s articles of incorporation, those receiving a relatively higher number of votes representing voting rights shall be elected in sequence as independent directors or non-independent directors. If two or more persons receive an equal number of voting rights, exceeding the prescribed number of positions, the persons receiving an equal number of voting rights shall draw lots to decide. If those receiving an equal number of voting rights are absent, the chairperson shall draw lots on their behalf.
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Article 4-1: With the exception of those approved by the competent authority, more than half of the elected directors of the company shall not have any of the following relationships:
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(1) Spouse.
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(2) Relatives within the second degree of kinship.
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Article 5: The Board shall prepare for the ballots for directors in numbers corresponding to the directors to be elected, and fill in the number of the weighted votes, and distribute to the shareholders who attend the shareholders’ meeting.
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Article 6: At the beginning of the election, the Chairperson shall appoint several polling officers and vote counters to perform their respective duties, and the Board of
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Directors shall provide ballot boxes, which shall be opened and inspected in the presence of the polling officers before the voting begins.
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Article 7: If the elector is a shareholder, the elector must fill in the name and shareholder account number of the candidate in the “Candidate” column on the ballot. If the elector is not a shareholder, the elector must fill in the name and national ID number of the candidate. When the elected person is a government or a corporate shareholder, the column for the name of the elected person on the ballot should be filled with the name of the government or corporate shareholder, or the name of the government or corporate shareholder and the name of its representative can also be filled in. If there are multiple representatives, the names of the representatives should be added separately.
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Article 8: A ballot shall be invalid in any of the following circumstances:
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(1) Ballots not prescribed by this regulation.
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(2) Blank ballots inserted into the ballot box.
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(3) Illegible or altered handwriting.
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(4) If the elected person is a shareholder, the name, shareholder account number does not match the shareholder register; if the elected person is not a shareholder, the name, ID number does not match upon verification.
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(5) Writing words other than the name of the elected person and shareholder account number or ID number.
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(6) The name of the elected person is the same as another shareholder, without providing the shareholder account number or ID number for identification.
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(7) Two or more elected persons listed on the same ballot.
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Article 9: After the voting is completed, the ballots will be counted on the spot, and the Chairman shall announce the results of the counting on the spot.
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Article 10: The elected directors will be issued with a notice for election by the Board of the Company.
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The elected directors shall submit a “Consent to Act” letter to the company for the purpose of registration of changes; if any director is unwilling to serve, he/she shall notify the Board of Directors in writing, and the Board of Directors shall appoint a replacement according to the order of the alternate candidates.
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Article 10-1: If any of the elected directors does not meet the requirements of Article 4-1 of this law, the elected director candidate with the lowest number of votes representing the voting rights among those who do not meet the requirements shall have their election invalidated.
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Article 11: Any matters not specified in these Regulations shall be handled in accordance with the Company Act and other relevant laws and regulations.
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Article 12: These Regulations shall be implemented after being approved by the shareholders’ meeting, and the same shall apply to any amendments. The 1st amendment was made on June 22, 2007. The 2nd amendment was made on March 15, 2010. The third amendment was made on May 29, 2015.
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Appendix 4
UNIFLEX TECHNOLOGY INC. Shareholdings of all directors
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The total number of issued shares by the Company is 97,159,793. The minimum number of shares to be held by all directors is 7,772,783.
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Till the book closure date of the shareholders’ meeting (April 29, 2024) in 2024, the number of shares held by all directors recorded in the shareholder register is as follows:
| The ID of the Shareholder |
Name | Shares | % of Issued Shares |
| Chairman | Hsin Yang Investment Corp. Representative: Tzyy-Jang Tseng |
10,885,165 | 11.20 |
| Director | Hsin Yang Investment Corp. Representative: Shen, Tsai-Sheng |
10,885,165 | 11.20 |
| Director | Hsin Yang Investment Corp. Representative: Jerry Kuo |
10,885,165 | 11.20 |
| Director | Richard Tseng | 774,178 | 0.80 |
| Independent Director |
Chen-Fu Chien | 0 | 0.00 |
| Independent Director |
Jo-Lan Liu | 0 | 0.00 |
| Independent Director |
Sung-San Lee | 0 | 0.00 |
| Total Number of Shares | 11,659,343 | 12.00 |
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V. The account of other matters
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Information on proposals and nominations from shareholders holding more than 1% of the total issued shares of the company:
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(1) In accordance with Article 172-1 of the Company Act, the period for accepting shareholder proposals for the company’s annual general meeting this year was from April 19, 2024 to April 29, 2024, and a public announcement was made on the Market Observation Post System as required by law.
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(2) During the aforementioned period, the company did not receive any proposals from shareholders holding more than 1% of the total issued shares of the company.
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(3) During the aforementioned period, the company did not receive any nominations for directors from shareholders holding more than 1% of the total issued shares of the company.
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