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UNITECH — AGM Information 2025
Jun 24, 2025
52034_rns_2025-06-24_7b6b3b4c-1560-40ef-81ee-b7627fcade32.pdf
AGM Information
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Stock Code: 2367
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Unitech Printed Circuit Board Corp.
Annual General Shareholders’ Meeting 2025 Procedure Handbook
Mode of convention: physical session
Date of Shareholders' Meeting: June 17, 2025
Location of Shareholders' Meeting: No. 6, Zhongshan Road, Tucheng District, New Taipei City (The Company's Plant No. 4)
Unitech Printed Circuit Board Corp. 2025 General Meeting of Shareholders Procedure Handbook
Table of Contents
| Pages |
|---|
| One. Opening Ceremony ......................................................................................... 1 |
| Two. Meeting Agenda .............................................................................................. 2 |
| I. Report ............................................................................................................... 3 |
| II. Points of Ratification ....................................................................................... 5 |
| III. Points of Discussion ........................................................................................ 7 |
| IV. Extemporary motions ....................................................................................... 7 |
| Three. Attachment |
| I. 2024 Business Report ......................................................................................... 8 |
| II. Audit Committee Review Report .................................................................... 15 |
| III.Independent Auditors' Report and 2024 Financial Statements |
| (including Consolidated Financial Statements) ............................................... 17 |
| IV. Comparison Table of Amendments to the Articles of Incorporation .................. 35 |
| Four. Appendix |
| I. Parliamentary Procedure for Shareholders Meeting............................................ 39 |
| II. Articles of Incorporation ................................................................................. 44 |
| III. The Board passed the proposal for the remuneration to employees and Directors. |
| ....................................................................................................................... 51 |
| IV. The influence of stock dividend on the operation performance, earnings per share |
| and return on equity ...................................................................................... 51 |
| V. Table of Shareholding of Directors .................................................................. 51 |
Unitech Printed Circuit Board Corp. 2025 Annual General Shareholders’ Meeting Procedure
I. Announcement of the meeting in session
II. Presiding Officer assumes position for the session
III. Presiding Officer addresses the meeting
IV. Reports
V. Points of recognition
VI. Points of discussion
VII. Extemporary motions
VIII. Adjournment of meeting
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Unitech Printed Circuit Board Corp.
2025 Annual General Shareholders’ Meeting Agenda
Convention Method: Physical meeting
Date and Time: June 17, 2025 (Tuesday), at 9:00 am
Place: No. 6, Zhongshan Road, Tucheng District, New Taipei (Unitech Plant No. 4)
- I. Announcement of the meeting in session
II. Presiding Officer assumes position for the session
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III. Presiding Officer addresses the meeting
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IV. Report Items:
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(I) 2024 Business Report
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(II) Audit Committee's Review Report on 2024 Financial Statements
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(III) Report on 2024 Distribution of Remunerations of Employees and Directors of the Company
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(IV) Report on the Company's Repurchase of the Company's Shares
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V. Ratification Items:
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(I) Ratification of 2024 Business Report and Financial Statements
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(II) Ratification of 2024 Earnings Distribution Proposal
VI. Discussion Items:
- (I) Discussion on Proposal for Amendment to the “Articles of Incorporation”
VII. Extemporary Motions
VIII. Adjournment
2
Report Items
Report Item No. 1 Proposed by Board of Directors
Proposal:2024 Business Report, submitted for review.
Description:2024 Business Report is as shown in Attachment I. (Pages 8-14)
Report Item No. 2 Proposed by Board of Directors
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Proposal:Audit Committee's Review Report on 2024 Financial Statements, submitted for review.
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Description:Audit Committee Review Report is as shown in Attachment Ⅱ. (Pages 1516)
Report Item No. 3 Proposed by Board of Directors
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Proposal:Report on 2024 Distribution of Remunerations of Employees and Directors of the Company, submitted for review.
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Description:According to Article 235-1 of the Company Act and Article 30 of the Articles of Incorporation, if the Company makes a profit for a fiscal year, based on the resolution of the Board of Directors, it shall first appropriate 1% to 5% of the profit as the remuneration of employees and no higher than 3% of the profit as the remuneration of directors. The Company’s Remuneration Committee has proposed the distribution of remuneration of employees of NT$34,000,000 and remunerations of directors of NT$17,000,000, totaling NT$51,000,000, in cash, which has been approved by the Board of Directors through special resolution on January 15, 2025.
Report Item No. 4 Proposed by Board of Directors
Proposal:Report on the Board Resolution and Implementation of the Company’s Share Buyback, submitted for review.
Description:
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I. Expected circumstances for repurchasing company shares:
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Conducted in accordance with Article 28-2 of the Securities and Exchange Act.
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The company’s board of directors unanimously approved the repurchase of company shares on April 9 2025 (Republic of China Year 114) with the resolution
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details and execution status as follows:
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(1) Repurchase period: First repurchase in Republic of China Year 114 (the sixteenth time)
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(2) Date of board resolution: 2024/04/09
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(3) Purpose of repurchasing shares: To maintain company credit and protect shareholder interests.
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(4) Type of shares to be repurchased: Common stock
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(5) Scheduled repurchase period: 2025/04/10~2025/06/09
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(6) Scheduled number of shares to be repurchased (shares): 6000000
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(7) Price range for repurchase (NTD): 13.86~42.66; if the company’s stock price falls below the lower limit of this price range it will continue to be repurchased.
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(8) Method of repurchase: Repurchased from the centralized trading market.
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(9) Ratio of scheduled repurchased shares to total issued shares (%) : 0.85
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II.Execution status of share repurchase: Report based on actual buyback conditions.
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Ratification Items
Ratification Item No. 1 Proposed by Board of Directors
Proposal: 2024 Business Report and Financial Statements, submitted for ratification. Description: The 2024 financial statements (including the consolidated financial statements) of the Company have been prepared by the Board of Directors of the Company and audited by CPAs, and submitted to the Audit Committee together with the Business Report for review. In addition, the Audit Committee has also issued a review report on file. Please refer to the Attachment Ⅰ to AttachmentⅢ (Pages 8-34), for ratification.
Resolution:
Ratification Item No. 2 Proposed by Board of Directors
Proposal: 2024 earnings distribution proposal. submitted for ratification. Explanation: 2024 earnings distribution table is specified below:
Unitech Printed Circuit Board Corp. Earnings Distribution Table 2024
Unit: NT$
| Earnings Distribution Table 2024 |
Unit: NT$ |
|---|---|
| Item | Amount |
| Undistributed earnings at the beginning of the period | 0 |
| Add: Net income after tax of the current period | 1,587,789,762 |
| Less: 10% for a legal reserve | (158,778,976) |
| Distributable earnings | 1,429,010,786 |
| Item for distribution | |
| Shareholders’dividends [Cash 0.7 yuan/share] | 496,585,023 |
| Undistributed earnings at the end of period | 932,425,763 |
Note:
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Based on the outstanding shares of 709,407,175 as of March 31 2025 it is proposed to distribute a cash dividend of NT$0.7 per share rounded down to the nearest whole dollar with any fractional amounts included in the company’s other income. This proposal will be authorized by the chairman to set the ex-dividend date payment date and other related matters after being approved by the shareholders’ meeting.
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If the number of outstanding shares is affected by repurchase of the Company's shares, the transfer or cancellation of treasury shares, issuance of new shares for cash capital increase,
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or due to other reasons, resulting in a change in the dividend payout ratio, it is proposed to request the shareholders' meeting to authorize the Chairman to handle the matter with full power.
Chairman: Managerial Officer: Chief Accounting Officer:
Resolution:
6
Discussion Items
Discussion Item No. 1 Proposed by Board of Directors
Proposal : Discussion on proposal for amendment to the “Articles of Incorporation”, submitted for resolution.
Description:
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To meet the Company's operational needs, it is proposed to increase the authorized amount of capital to NT$10 billion.
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In order to comply with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and to comply with the guidelines of the competent authority's Corporate Governance Evaluation, it is proposed to newly include Article 21-2 in the Articles of Incorporation.
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In response to the new addition of Paragraph 6 in Article 14 of the Securities and Exchange Act, Article 30 of the Company's Articles of Incorporation is amended accordingly, in order to specify the range of remuneration that must be distributed to entry-level employees.
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Article 30-1 of the Articles of Incorporation is amended to clarify the dividend policy.
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5.Please refer to Attachment
Ⅳ(Page 35-38) for the comparison table of amended provisions.
Resolution:
Extemporary motion:
Adjournment of meeting
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Attachment I
2024 Business Report
In 2024, the export orders of Taiwanese manufacturers reached US$589.54 billion, an annual increase of 5.1%, which was the third highest in history. In addition, the electronic products sales amounted to US$211.55 billion, an increase of 11.5%; the information and communication products sales amounted to US$172.02 billion, an increase of 3.6%. Although the global market is still affected by geopolitics and changes in demand, the development of emerging technology applications continues to promote a recovery in sales orders, which reflects the key position and technological advantages of Taiwan's manufacturing industry in the global supply chain. Looking into the year of 2025, the global economic environment is still challenging. The Company will continue to strengthen its core technology and market layout, and will seize the market opportunities in emerging applications such as AI computing, electric vehicles, 5G/6G high-speed communications, and low-orbiting satellites, in order to enhance the added value of products and competitive advantages, thereby promoting a steady growth of the Company.
2024 Financial and Business Performance
The Company’s consolidated revenue amounted to NT$18.532 billion in 2024, an increase of 23.87% from 2023. Net consolidated income of the same year amounted to NT$1.588 billion, and net consolidated income attributable to the owners of the parent company amounted to NT$1.588 billion.
The parent company only operating revenue amounted to NT$17.562 billion, an increase of 26.06% from 2023.
2025 Business Plan Overview
- In 2025, the global electronic industry will continue to head towards high performance, lightweight, and intelligence development. This is especially true for high-end electronic applications, such as high-density interconnection (HDI), Rigid-Flex, and high-frequency high-speed PCBs. The continuous upgrade of technology also drives the growth of market demand in automotive electronics, AI computing, and high-speed communication. Unitech will strengthen its technological advantages, enhance product competitiveness,
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increase market penetration, and continue to accumulate experience in automotive electronics, in order to expand the application scale of ADAS.
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(1) Improve the application of rigid-flex board technology - The product has the advantages of low signal transmission loss, lightweight, and 3D flexibility, such that it can be widely applied to AR/VR wearable devices, AI servers, and high-end medical equipment, etc. The Company will continue to expand the high value-added applications and will collaborate with customers to reduce the impact of market fluctuations.
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(2) Seize the opportunity of 5G/6G high-speed communication development - With the gradual improvement of 5G mmWave (millimeter wave) infrastructure and the acceleration of 6G R&D technologies, the global high-speed communication market will continue to grow. The Company will enhance the R&D and applications of highfrequency materials (PTFE, LCP) and low-loss dielectric materials, in order to grasp the future market growth.
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(3) Enhance automotive electronics and smart driving technology - As autonomous driving technology moves towards Level 3/4, the demand for high-end sensor modules, high-speed computing platforms, and smart cockpits is growing rapidly. Based on the extensive experience in the automotive electronics technologies accumulated over the past years, Unitech will expand its business in AIoT communication modules and ADAS, etc. The related product lines are expected to grow steadily with the expansion of the electric vehicle market.
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(4) Expand non-consumer electronics market - We will continue to increase the penetration rate in AI server, aerospace, industrial control, Robot, medical electronics and other markets, and will also increase the proportion of high value-added products, along with optimization of the operating structure.
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(5) Continue to construct the LEO satellite industry - With the accelerated development of the global low-orbit satellite (LEO) industry, the Company has invested in the satellite communication market, such as the Starlink project, and collaborates with international satellite equipment vendors to develop high-frequency radar and antenna
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array modules and other technologies. Accordingly, they are expected to become a stable source of revenue growth of the Company.
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Unitech has continued to invest in R&D, focuses on high-end material technology development, process optimization and high-precision manufacturing technologies, in order to meet the needs of the emerging markets, such as AI computing, high-speed communication, and smart driving. We have also strengthened our leading position in high-end PCB field.
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(1) Breakthrough in AI computing and high-frequency and high-speed PCB technology As AI servers and high-speed computing platforms have elevated the requirements for the stability, thermal conductivity, and high-frequency low-loss characteristics of PCB materials, Unitech continues to strengthen the key technologies, including the selection of high-frequency substrates (PTFE/LCP/low dielectric constant FR -4), low-roughness copper foil technology and ultra-fine circuit processing capabilities, and we also actively cooperate with the supply chain to improve the stability of materials, in order to ensure that products meet the needs of emerging markets.
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(2) Advanced process technology development
The manufacturing difficulty of high-end PCBs has increased, and Unitech continues to improve its core process technologies, including enhanced drilling, electroplating filling, asymmetric stacking and multiple lamination, etc., in order to improve product yield rate and production efficiency. Furthermore, Unitech has also introduced an AI smart monitoring system to enhance process stability and reliability, to reduce production costs and to ensure product quality, thereby further enhancing the market competitiveness.
3. Capacity expansion and global planning
Unitech continues to optimize and expand production capacity to meet future market demands. We are also strengthening our overseas bases, in order to improve our competitiveness in the global market.
- (1) Optimization and expansion of production lines
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The Company flexibly adjusts the capacity allocation according to the market demand and also optimizes the process bottlenecks, in order to improve the production efficiency. For high-end products such as HDI, high-frequency and high-speed PCBs and automotive electronic modules, Unitech plans to establish exclusive production lines and continues to optimize production lines, in order to increase production capacity and utilization rate, thereby satisfying the market demand.
(2) Thailand Plant Planning
As geopolitical risk escalates, customers’ demand for supply chain diversity also increases. Unitech is actively promoting the construction of the Thailand Plant. The mass production is expected to start in Q4 of 2025. The focus of production includes the products of automotive electronics, communication modules and high-frequency PCBs, which will further reduce the risk of one single regional supply chain and will strengthen Unitech's competitiveness in the global market.
- Smart manufacturing development
Unitech continues to promote the establishment of smart factories, actively introduces AI smart manufacturing technology and automated production systems, in order to improve production efficiency, optimize cost structure, and secure a competitive advantage in the high-end PCB market.
Future Corporate Development Strategy
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Focus on high value-added products and optimize profit structure
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(1) Breakthrough in high-end HDI technology: driving the demand for computing power in the AI era
With the rapid development of AI computing (NB, PC, Server), high-performance computing (HPC) and smart terminal equipment, the global semiconductor industry is entering the race of high computing power, which drives the demand for upgrading and high-end HDI technology. AI computing equipment has higher requirements for PCB circuit density, number of layers, and high-frequency low-loss characteristics, which promotes the transformation of PCB architecture to high-end HDI, especially
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for high-frequency memory modules (DDR6), high-performance GPU/TPU/NPU chip modules and other application fields. Unitech will strengthen the AI computing market deployment and expand industrial applications to maintain our leading position in technology.
- (2) Development of automotive electronics market: New growth driven by smart driving and Internet of Vehicles (IoV)
The trend of automotive electronics is accelerating. ADAS (Advanced Driver Assistance System) is moving from Level 2+ to Level 3/4. In addition, autonomous driving, high-speed computing and low-latency requirements promote the upgrade of high-density interconnection boards (HDI) and mixed structure PCB technology. Unitech will continue to strengthen the collaboration with global automakers and Tier 1 suppliers to develop next-generation automotive electronic modules and to seize the growth opportunities in the smart driving and IoV markets.
- (3) Rigid-Flex PCB: Increase penetration rate in wearables and emerging markets
The development of XR (AR/VR/MR) technology has driven the growth of the smart wearable device market, and the demand for lightweight, compact and highly reliable PCBs also increases. With the advantages of low signal loss, flexible design and reduced connector requirements, rigid-flex PCB has become a key solution to high-end wearable devices and high-end electronic products. Unitech will strengthen its process technology for high-density rigid-flex PCB and will collaborate with leading brands of XR devices to expand emerging applications, such as medical electronics, AIoT sensing equipment and high-speed transmission modules, thereby increasing the market penetration rate.
2. Smart Manufacturing and Global Production Capacity Planning
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(1) Introduction of AI intelligent manufacturing to improve production efficiency and quality
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Unitech actively promotes smart manufacturing upgrades by introducing the AIoT monitoring system to improve production stability through equipment condition monitoring, process parameter optimization and abnormality analysis. AI technology is used to analyze production data, predict defects, and perform smart
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testing, in order to improve yield rate and reduce scraps, such that the production efficiency and cost competitiveness can be further increased.
- (2) Global capacity deployment and improvement of supply chain flexibility
In response to geopolitical risks and the need for supply chain diversity, Unitech continues to strengthen operation planning of the Thailand Plant and to expanded production capacity in Southeast Asia, in order to improve regional production flexibility. At the same time, the Company also establishes a close cooperative relationship with key material suppliers to ensure a stable supply of important materials, such as high-frequency substrates and special copper foil.
3. Green Unitech, Environmental Sustainability
Under the global trend of carbon neutrality , the electronics industry supply chain faces the challenges of carbon reduction and sustainable transformation. Unitech actively responds to environmental protection regulations and market demands, and is committed to green manufacturing and ESG management, in order to ensure the sustainable competitiveness of the Company.
- (1) ESG management and environmental sustainability
Unitech has adopted core strategy of "green, friendly and innovative". ESG (environment, social and corporate governance) management mechanism has been introduced to promote environmental sustainability and to implement social responsibility, in order to ensure long-term stable business operation.
- (2) Low-carbon manufacturing and green supply chain management
Through R&D innovation and production technology optimization, we continue to improve low-carbon manufacturing capabilities and promote value chain carbon reduction strategy, in order to meet the high ESG requirements of the international market and to realize the co-prosperity and development of the enterprise and the environment.
Looking into 2025, Unitech will focus on the three core strategies of "technological innovation, global planning, and smart manufacturing. We will strengthen the planning in the high-end PCB market, continue to strengthen our leading technology advantages, and
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enhance global competitiveness, in order to ensure stable business growth and continue to create values for shareholders.
May I ask for your care and support of Unitech as you gave in the past, and continue to give our management team encouragement and ideas.
We wish you all good health and happiness!
Chairman: Managerial Officer: Chief Accounting Officer:
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Attachment II
Audit Committee Review Report
For Approval
The Board of Directors of Unitech Printed Circuit Board Corp. has prepared the financial statements for 2024 (including consolidated financial statements), which the CPAs of KPMG Taiwan have audited. We have reviewed these financial statements and the business report, and confirm that all were properly prepared. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby issue this Review Report for your review.
Submitted to
Annual General Meeting 2025
Unitech Printed Circuit Board Corp.
Convener of Audit Committee: Hsu, Wen-Hsing
March 14, 2025
15
Audit Committee Review Report
For Approval
The Board of Directors of Unitech Printed Circuit Board Corp. has prepared the 2024 earnings distribution table. We, the Audit Committee, have reviewed the table, and confirm that it has been properly prepared. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby issue this Review Report for your review.
Submitted to
Annual General Meeting 2025
Unitech Printed Circuit Board Corp.
Convener of Audit Committee: Hsu, Wen-Hsing
May 6, 2025
16
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Independent Auditors’ Report
To the Board of Directors of Unitech Printed Circuit Board Corporation:
Opinion
We have audited the financial statements of Unitech Printed Circuit Board Corporation(“the Company”), which comprise the balance sheet as of December 31, 2024 and 2023, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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 Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountants of Republic of China , and we have fulfilled our other ethical responsibilities in accordance with these requirement. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on ’ these matters. In our professional judgments, key audit matters to communicated in the independent auditor s report is listed below:
1. Evaluation of Inventories
Please refer to note 4(g) “Inventories”, note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty- Evaluation of inventories”, and note 6(d) “Inventories” of the financial statements.
Description of key audit matter:
Inventories are measured by the lower cost and net realizable value accounting. Due to the rapid change of terminal product market, the clients’ intention about placing and changing orders for products could be affected. Furthermore, it also resulted in a risk in which the carrying value of inventories may be higher than its net realizable value, and caused the obsolete stock. Therefore, the valuation of inventories is one of the key audit matters for our audit.
3-1
How the matter was addressed in our audit:
Our principal audit procedures included: Evaluating the rationality of the policy of making provision to inventories impairment, evaluating the assumption of allowance for inventory valuation of the authorities, and the situation of obsolescence of inventory that has happened in prior periods; confirming whether the Company has undertaken the inventory valuation based on the policy; inspecting the inventory aging report and analyzing the difference in the inventory aging in comparison to prior periods. Understanding and evaluating the management’s judgment on the calculation of the net realizable value; testing the appropriateness of the inventory valuation, evaluating the management’s calculations of allowance for inventory loss to ensure their appropriateness and considering the adequacy of the Company’s disclosures in allowance for inventory valuation.
Other Matter
The Company’s investee companies were accounted for by using the equity method based on its financial statements which were audited by other auditors. Our opinion, insofar as it relates to the Company’s investee companies are based solely on the report of other auditors. As of December 31, 2024 and 2023, the total assets of investee companies which constituted 4.48% and 4.79% of the Company’s total assets, respectively. For the years ended December 31, 2024 and 2023, the profit or loss of subsidiaries and affiliated companies accounted for by using the equity method which constituted 0.31% and 25.31% of the income (loss) which the Company recognized before income tax, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company Financial Statements
Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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 Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 Standards on Auditing of 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 financial statements.
3-2
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the 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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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 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.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this 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.
3-3
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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.
The engagement partners on the audit resulting in this independent auditors’ report are Horng, Shyh-Gang and Hsu, Ming-Fang.
KPMG
Taipei, Taiwan (Republic of China) March 14, 2025
20
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Balance Sheets December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1170 Accounts receivable, net (notes 6(c) and (r)) 1180 Accounts receivable-related parties (notes 6(r) and 7) 1200 Other receivables 1210 Other receivables-related parties (note 7) 1220 Current tax assets 1310 Inventories (note 6(d)) 1410 Prepayments 1476 Other financial assets-current 1479 Other current assets Total current assets Non-current assets: 1517 Financial assets at fair value through other comprehensive income non-current (notes 6(b) and 7) 1550 Investments accounted for using equity method, net (note 6(f)) 1600 Property, plant and equipment (notes 6(g), (t) and 8) 1755 Right-of-use assets (note 6(h)) 1780 Intangible assets (note 6(i)) 1840 Deferred tax assets (note 6(n)) 1915 Prepayments for business facilities 1920 Refundable deposits (note 8) 1990 Other non-current assets Total non-current assets Total assets |
December 31, 2024 Amount % $ 855,566 4 4,400,611 21 9,793 - 29,687 - 663 - 3,005 - 2,064,540 10 53,419 - 4,789 - 10,909 - |
December 31, 2023 Amount % 246,084 1 3,724,337 20 21,604 - 30,208 - 637 - 1,474 - 1,931,177 10 45,601 - 3,295 - 8,706 - 6,013,123 31 339,660 2 5,423,222 29 6,589,971 35 239,948 1 123,484 1 256,185 1 10,906 - 59,424 - 11,061 - 13,053,861 69 19,066,984 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (notes 6(j) and 8) 2170 Accounts payable 2180 Accounts payable-related parties (note 7) 2200 Other payables 2220 Other payables-related parties (note 7) 2280 Current lease liabilities (note 6(l)) 2322 Current portion of long-term borrowings (notes 6(k) and 8) 2399 Other current liabilities (note 7) Total current liabilities Non-Current liabilities: 2540 Long-term borrowings (notes 6(k) and 8) 2570 Deferred tax liabilities (note 6(n)) 2580 Non-current lease liabilities (note 6(l)) 2640 Net defined benefit liability, non-current (note 6(m)) Total non-current liabilities Total liabilities Equity(note 6(o)): 3110 Ordinary share 3200 Capital surplus Retained earnings: 3310 Legal reserve 3350 Unappropriated retained earnings Total retained earnings Other equity: 3410 Exchange differences on translation of foreign financial statements 3420 Unrealized gains (losses) from financial assets at fair value through other comprehensive income 3445 Gains (losses) on remeasurements of defined benefit Total other equity Total equity Total liabilities and equity |
December 31, 2024 | December 31, 2024 | December 31, 2024 |
|---|---|---|---|---|---|
| Amount | % | Amount | |||
4,994,218 23 4,744,936 25 |
|||||
3,135,029 15 4,021,200 21 179,193 1 171,517 1 33,408 - 163,366 1 157,808 1 141,963 - |
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7,432,982 35 |
|||||
295,830 2 6,400,848 30 6,584,218 31 72,450 - 102,833 1 226,787 1 17,886 - 36,514 - 8,865 - |
|||||
3,505,438 17 4,498,046 23 |
|||||
8,499,656 40 9,242,982 48 |
|||||
7,094,072 33 6,694,072 35 |
|||||
3,718,317 18 3,035,358 16 |
|||||
176,123 1 347,938 2 1,587,790 7 (171,815) (1) |
|||||
13,746,231 65 |
|||||
1,763,913 8 176,123 1 |
|||||
248,050 1 (22,349) - 120,192 1 178,921 1 (264,987) (1) (238,123) (1) |
|||||
103,255 1 (81,551) - |
|||||
12,679,557 60 9,824,002 52 |
|||||
| $ 21,179,213 100 |
$ 21,179,213 100 19,066,984 100 |
21
5
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Statements of Comprehensive Income For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 4000 Operating revenue, net(notes 6(r) and 7) 5110 Cost of sales(notes 6(d), (i), (l), (m), 7 and 12) Gross profit from operations Operating expenses(notes 6(c), (i), (l), (m), (p), (s), 7 and 12): 6100 Selling expenses and administrative expenses 6300 Research and development expenses 6450 Expected credit loss Total operating expenses Net operating profit (loss) Non-operating income and expenses(notes 6(e), (g), (l), (t) and 7): 7100 Interest income 7010 Other income 7020 Other gains and losses, net 7050 Finance costs, net 7070 Share of profit of subsidiaries accounted for using equity method, net Total non-operating income and expenses Profit (loss) from continuing operations before tax 7950 Less: Income tax expense (income) (note 6(n)) Profit (loss) 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans (note 6(m)) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss Items that may not be reclassified subsequently to profit or loss 8360 Items that may be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements Items that may be reclassified subsequently to profit or loss 8300 Other comprehensive income (after tax) Comprehensive income Earnings (loss) per share (NT dollars)(note 6(q)) Basic earnings (loss) per share Diluted earnings (loss) per share (NT dollars) Diluted earnings (loss) per share |
2024 | % 100 84 |
2023 | % 100 96 |
|---|---|---|---|---|
| Amount $ 17,562,300 14,742,562 |
Amount 13,930,979 13,380,436 |
|||
2,819,738 |
16 | 550,543 |
4 | |
1,491,387 61,167 11,596 |
9 - - |
1,241,658 60,502 10,402 |
9 - - |
|
1,564,150 |
9 | 1,312,562 |
9 | |
1,255,588 |
7 | (762,019) |
(5) | |
18,580 71,052 132,481 (137,387) 284,550 |
- - 1 (1) 2 |
17,139 65,817 233,240 (122,372) 221,877 |
- - 2 (1) 2 |
|
369,276 |
2 | 415,701 |
3 | |
1,624,864 37,074 |
9 - |
(346,318) (2,077) |
(2) - |
|
1,587,790 |
9 | (344,241) |
(2) | |
(27,209) (63,663) 5,279 |
- - - |
(867) (221,340) (42,108) |
- (2) - |
|
(85,593) |
- | (264,315) |
(2) | |
270,399 |
1 | (89,192) |
(1) |
|
270,399 |
1 | (89,192) |
(1) |
|
184,806 |
1 | (353,507) |
(3) |
|
$ 1,772,596 |
10 | (697,748) |
(5) |
|
$ |
2.36 | (0.51) |
||
| $ | 2.36 | (0.51) |
22
6
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
Unitech Printed Circuit Board Corporation Statements of Changes in Equity For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2023 Loss Other comprehensive income Comprehensive income Appropriation and distribution of retained earnings: Legal reserve Cash dividends on ordinary share Other changes in capital surplus: Other changes in capital surplus Changes in equity of associates accounted for using equity method Balance at December 31, 2023 Profit Other comprehensive income Comprehensive income Appropriation and distribution of retained earnings: Legal reserve used to offset accumulated deficits Other changes in capital surplus: Other changes in capital surplus Capital increase by cash Changes in equity of associates accounted for using equity method Share-based payments Balance at December 31, 2024 |
Ordinary shares Capitalsurplus |
|---|---|
- - - (344,241) - - - (344,241) - - - - (89,192) (264,138) (177) (353,507) |
|
- - - (344,241) (89,192) (264,138) (177) (697,748) |
|
- - 41,332 (41,332) - - - - - - - (200,822) - - - (200,822) - 114 - - - - - 114 - (1,905) - 868 - (868) - (1,905) |
|
6,694,072 3,035,358 347,938 (171,815) (22,349) 178,921 (238,123) 9,824,002 |
|
- - - 1,587,790 - - - 1,587,790 - - - - 270,399 (58,729) (26,864) 184,806 |
|
- - - 1,587,790 270,399 (58,729) (26,864) 1,772,596 |
|
- - (171,815) 171,815 - - - - - 169 - - - - - 169 400,000 637,400 - - - - - 1,037,400 - 25,590 - - - - - 25,590 - 19,800 - - - - - 19,800 |
|
$ 7,094,072 3,718,317 176,123 1,587,790 248,050 120,192 (264,987) 12,679,557 |
23
7
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Statements of Cash Flows For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit (loss) before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss Interest expense Interest income Share-based payments Share of profit of subsidiaries accounted for using equity method Loss on disposal of property, plant and equipment Gain on disposal of non-current assets held for sale Other items Total adjustments to reconcile profit Changes in operating assets and liabilities: Accounts receivable Accounts receivable-related parties Other receivables Other receivables-related parties Inventories Prepayments Other current assets Other financial assets-current Accounts payable Accounts payable-related parties Other payables Other payables-related parties Other current liabilities Net defined benefit liabilities Total changes in operating assets and liabilities Total adjustments |
2024 $ 1,624,864 |
2023 (346,318) |
|---|---|---|
| 1,040,047 28,218 11,596 137,387 (18,580) 19,800 (284,550) 7,094 - (4) |
1,152,008 27,779 10,402 122,372 (17,139) - (221,877) 407 (200,629) (15,072) |
|
941,008 |
858,251 |
|
| (687,870) 11,811 576 (26) (133,363) (8,196) (2,203) (1,494) 145,072 (2,214) 313,253 (303) (279) (11,364) |
219,743 (1,229) 6,650 (94,478) 251,253 8,347 1,996 455 (128,151) (81,745) (82,904) (899) (38,706) (53,367) |
|
(376,600) |
6,965 |
|
564,408 |
865,216 |
24
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Statements of Cash Flows For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)
| Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition from financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Proceeds from disposal of non-current assets classified as held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets (Increase) decrease in other non-current assets Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Payment of lease liabilities Cash dividends Capital increase by cash Net cash flows used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2024 2,189,272 18,525 (140,592) (1,531) |
2023 518,898 17,139 (128,003) (1,184) |
|---|---|---|
2,065,674 |
406,850 |
|
| (19,833) (391,808) - (1,053,428) 1,523 22,910 (6,821) 1,450 |
- (67,269) 672,478 (1,090,167) 416 10,414 (12,537) (4,051) |
|
| (1,446,007) | (490,716) |
|
6,823,310 (7,243,310) 119,909 (119,909) 2,059,000 (2,633,107) - (53,478) - 1,037,400 |
7,117,816 (7,424,897) 130,044 (130,044) 3,850,000 (3,315,620) 122 (95,065) (200,650) - |
|
| (10,185) | (68,294) |
|
609,482 246,084 |
(152,160) 398,244 |
|
| $ 855,566 |
246,084 |
25
4
Independent Auditors’ Report
To the Board of Directors of Unitech Printed Circuit Board Corporation:
Opinion
We have audited the consolidated financial statements of Unitech Printed Circuit Board Corporation and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2024 and 2023, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and 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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards ( “ IASs ” ), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
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 Accountants of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our professional judgments, key audit matters to communicated in the independent auditor’s report is listed below:
Evaluation of Inventories
Please refer to note 4(h) “Inventories”, note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty- Evaluation of inventories”, and note 6(e) “Inventories” of the consolidated financial statements.
4-1
Description of key audit matter:
Inventories are measured by the lower cost and net realizable value accounting. Due to the rapid change of terminal product market, the clients ’ intention about placing and changing orders for products could be affected. Furthermore, it also resulted in a risk in which the carrying value of inventories may be higher than its net realizable value and caused the obsolete stock. Therefore, the valuation of inventories is one of the key audit matters for our audit.
How the matter was addressed in our audit:
Our principal audit procedures included: Evaluating the rationality of the policy of making provision to inventories impairment, evaluating the assumption of allowance for inventory valuation of the authorities, and the situation of obsolescence of inventory that has happened in prior periods; confirming whether the Group has undertaken the inventory valuation based on the policy; inspecting the inventory aging report and analyzing the difference in the inventory aging in comparison to prior periods. Understanding and evaluating the management’ s judgment on the calculation of the net realizable value; testing the appropriateness of the inventory valuation, evaluating the management’s calculations of allowance for inventory loss to ensure their appropriateness and considering the adequacy of the Group’s disclosures in allowance for inventory valuation.
Other Matter
The Group’s investee company was accounted for by the equity method based on its financial statements which was audited by other auditors. Our opinion, insofar as it related to the Group’s investee company is based solely on the report of other auditors. As of December 31, 2024 and 2023, the total assets of investee company which constituted 4.06% and 4.26% of the Group ’ s consolidated total assets, respectively. For the years ended December 31, 2024 and 2023, the profit and loss of affiliated companies accounted for by using the equity method constituted 0.31% and 25.44% of the income which the Group recognized before tax, respectively.
We have also audited the parent company only financial statements of Unitech Printed Circuit Board Crop. as of and for the years ended December 31, 2024 and 2023, on which we have issued an unmodified opinion.
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 with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, 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.
4-2
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 auditor’s 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 Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and 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 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 and 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.
4-3
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.
The engagement partners on the audit resulting in this independent auditors’ report are Horng, Shyh-Gang and Hsu, Ming-Fang.
KPMG
Taipei, Taiwan (Republic of China) March 14, 2025
29
5
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (notes 6(b) and (v)) 1150 Notes receivable, net (notes 6(d) and (t)) 1170 Accounts receivable, net (notes 6(d) and (t)) 1200 Other receivables 1210 Other receivables-related parties (note 7) 1310 Inventories (note 6(e)) 1410 Prepayments 1476 Other financial assets-current 1479 Other current assets Total current assets Non-current assets: 1517 Financial assets at fair value through other comprehensive income non-current (notes 6(c) and 7) 1550 Investments accounted for using equity method, net (notes 6(g) and 8) 1600 Property, plant and equipment (notes 6(h), (v) and 8) 1755 Right-of-use assets (notes 6(i) and 8) 1780 Intangible assets (note 6(j)) 1840 Deferred tax assets (note 6(p)) 1915 Prepayments for business facilities 1920 Refundable deposits (note 8) 1990 Other non-current assets Total non-current assets Total assets |
December 31, 2024 Amount % $ 1,089,232 5 22,759 - 25,804 - 4,768,227 21 119,703 1 663 - 2,553,674 11 101,556 - 4,789 - 11,777 - |
December 31, 2023 Amount % 866,459 4 20,481 - 11,815 - 4,023,205 19 68,533 1 637 - 2,347,852 11 89,521 - 3,404 - 9,284 - 7,441,191 35 435,752 2 912,683 4 11,710,642 55 369,179 2 123,484 1 302,660 1 10,906 - 60,682 - 63,970 - 13,989,958 65 21,431,149 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (notes 6(k) and 8) 2170 Accounts payable 2200 Other payables (note 6(l)) 2280 Current lease liabilities (note 6(n)) 2322 Current portion of long-term borrowings (notes 6(m) and 8) 2399 Other current liabilities Total current liabilities Non-Current liabilities: 2540 Long-term borrowings (notes 6(m) and 8) 2570 Deferred tax liabilities (note 6(p)) 2580 Non-current lease liabilities (note 6(n)) 2640 Net defined benefit liability, non-current (note 6(o)) Total non-current liabilities Total liabilities Equity attributable to owners of parent(note 6(q)): 3110 Ordinary shares 3200 Capital surplus Retained earnings: 3310 Legal reserve 3350 Unappropriated retained earnings Total retained earnings Other equity: 3410 Exchange differences on translation of foreign financial statements 3420 Unrealized gains (losses) from financial assets at fair value through other comprehensive income 3445 Gains (losses) on remeasurements of defined benefit Total other equity Total equity Total liabilities and equity |
December 31, 2024 | December 31, 2024 | December 31, 2024 |
|---|---|---|---|---|---|
Amount |
% |
Amount |
|||
7,151,211 30 7,109,101 32 |
|||||
3,135,029 13 4,021,200 19 179,193 1 171,517 1 33,408 - 163,366 1 157,808 1 141,963 1 |
|||||
8,698,184 38 |
|||||
405,612 2 947,830 4 12,582,042 54 205,351 1 102,833 - 275,226 1 17,886 - 37,670 - 63,572 - |
|||||
3,505,438 15 4,498,046 22 |
|||||
10,656,649 45 11,607,147 54 |
|||||
7,094,072 30 6,694,072 31 |
|||||
3,718,317 16 3,035,358 14 |
|||||
176,123 1 347,938 2 1,587,790 7 (171,815) (1) |
|||||
1,763,913 8 176,123 1 |
|||||
248,050 1 (22,349) - 120,192 1 178,921 1 (264,987) (1) (238,123) (1) |
|||||
14,638,022 62 |
|||||
103,255 1 (81,551) - |
|||||
| $ 23,336,206 100 |
12,679,557 55 9,824,002 46 |
||||
$ 23,336,206 100 21,431,149 100 |
30
6
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 4000 Operating revenue, net(note 6(t)) 5110 Cost of sales(notes 6(e), (j), (n), (o) and 12) Gross profit from operations Operating expenses(notes 6(d), (j), (n), (o), (r), (u), 7 and 12): 6100 Selling expenses and administrative expenses 6300 Research and development expenses 6450 Expected credit loss Total operating expenses Net operating profit (loss) Non-operating income and expenses(notes 6(b), (f), (g), (h), (n) and (v)): 7100 Interest income 7010 Other income 7020 Other gains and losses, net 7050 Finance costs, net 7060 Share of profit (loss) of associates accounted for using equity method, net Total non-operating income and expenses Profit (loss) from continuing operations before tax 7950 Less: Income tax expenses (income) (note 6(p)) Profit (loss) 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans (note 6(o)) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive income of associates accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss Items that may not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign financial statements Items that may be reclassified subsequently to profit or loss 8300 Other comprehensive income (after tax) Comprehensive income Profit (loss) attributable to: Owners of parent Comprehensive income attributable to: Owners of parent Earnings (loss) per share (NT dollars)(note 6(s)) Basic earnings (loss) per share (NT dollars) Diluted earnings (loss) per share (NT dollars) |
2024 | 2024 | % 100 81 |
2023 | % 100 91 9 10 1 - 11 (2) - 1 2 (2) (1) - (2) - (2) - (2) - (2) (1) (1) (3) (5) (2) (2) (5) (5) (0.51) (0.51) |
|
|---|---|---|---|---|---|---|
| Amount $ 18,531,998 14,950,360 |
Amount 14,960,822 13,606,823 |
|||||
3,581,638 |
19 | 1,353,999 |
||||
1,853,710 156,717 12,532 |
10 1 - |
1,588,553 140,028 13,005 |
||||
2,022,959 |
11 | 1,741,586 |
||||
1,558,679 |
8 | (387,587) |
||||
35,041 129,196 128,156 (230,075) 5,070 |
- 1 1 (1) - |
15,247 89,443 251,239 (225,242) (87,664) |
||||
67,388 |
1 | 43,023 |
||||
1,626,067 38,277 |
9 - |
(344,564) (323) |
||||
1,587,790 |
9 | (344,241) |
||||
(27,209) (49,973) (8,411) |
- - - - |
(867) (235,014) (28,434) |
||||
(85,593) |
(264,315) |
|||||
270,399 |
1 | (89,192) |
||||
270,399 |
1 | (89,192) |
||||
184,806 |
1 | (353,507) |
||||
| $ | 1,772,596 |
10 | (697,748) |
|||
| $ | 1,587,790 |
9 | (344,241) |
|||
| $ | 1,587,790 |
9 | (344,241) |
|||
| $ | 1,772,596 |
10 | (697,748) |
|||
| $ | 1,772,596 |
10 | (697,748) |
|||
| $ | 2.36 | |||||
| $ | 2.36 |
31
7
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2023 Loss Other comprehensive income Comprehensive income Appropriation and distribution of retained earnings: Legal reserve Cash dividends on ordinary share Other changes in capital surplus: Other changes in capital surplus Changes in equity of associates accounted for using equity method Balance at December 31, 2023 Profit Other comprehensive income Comprehensive income Appropriation and distribution of retained earnings: Legal reserve used to offset accumulated deficits Other changes in capital surplus: Other changes in capital surplus Capital increase by cash Changes in equity of associates accounted for using equity method Share-based payments Balance at December 31, 2024 |
Equity attributable | |
|---|---|---|
| Ordinary shares Capital surplus |
Retained earnings | |
| Legal reserve Unappropriated retained earnings |
||
- - - (344,241) - - - (344,241) (344,241) - - - - (89,192) (264,138) (177) (353,507) (353,507) |
||
- - - (344,241) (89,192) (264,138) (177) (697,748) (697,748) |
||
- - 41,332 (41,332) - - - - - - - - (200,822) - - - (200,822) (200,822) - 114 - - - - - 114 114 - (1,905) - 868 - (868) - (1,905) (1,905) |
||
6,694,072 3,035,358 347,938 (171,815) (22,349) 178,921 (238,123) 9,824,002 9,824,002 |
||
- - - 1,587,790 - - - 1,587,790 1,587,790 - - - - 270,399 (58,729) (26,864) 184,806 184,806 |
||
- - - 1,587,790 270,399 (58,729) (26,864) 1,772,596 1,772,596 |
||
- - (171,815) 171,815 - - - - - - 169 - - - - - 169 169 400,000 637,400 - - - - - 1,037,400 1,037,400 - 25,590 - - - - - 25,590 25,590 - 19,800 - - - - - 19,800 19,800 |
||
| $ 7,094,072 3,718,317 176,123 1,587,790 248,050 120,192 (264,987) 12,679,557 12,679,557 |
32
8
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit (Loss) before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss Interest expense Interest income Dividend income Share-based payments Share of (profit) loss of associates accounted for using equity method Loss on disposal of property, plant and equipment Gain on disposal of non-current assets held for sale Net profit on financial assets at fair value through profit or loss Other items Total adjustments to reconcile profit Changes in operating assets and liabilities: Notes receivable Accounts receivable Other receivables Other receivables-related parties Inventories Prepayments Other financial assets-current Other current assets Accounts payable Other payables Other current liabilities Net defined benefit liability Total changes in operating assets and liabilities Total adjustments |
2024 $ 1,626,067 |
2023 (344,564) |
|---|---|---|
| 1,466,525 63,151 12,532 229,567 (35,041) (7,959) 19,800 (5,070) 23,105 - (278) (4) |
1,548,665 70,212 13,005 225,242 (15,247) (6,898) - 87,664 5,984 (200,629) (437) (44) |
|
1,766,328 |
1,727,517 |
|
| (13,989) (757,554) (49,584) (26) (205,822) (12,413) (1,385) (2,493) 283,495 296,746 (7,633) (11,364) |
(526) 299,717 (1,904) 38 372,437 5,885 346 2,463 (284,718) (191,676) (37,771) (53,367) |
|
(482,022) |
110,924 |
|
1,284,306 |
1,838,441 |
33
8
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)
| Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Proceeds from disposal of non-current assets classified as held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Increase in other non-current assets Dividends received Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Payment of lease liabilities Cash dividends Capital increase by cash Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2024 2,910,373 34,986 7,959 (227,628) (2,290) |
2023 1,493,877 15,247 6,898 (223,064) (695) |
|---|---|---|
2,723,400 |
1,292,263 |
|
| (19,833) (6,000) 4,000 - (1,951,347) 9,147 23,012 (6,821) (1,199) - |
- (63,113) 146,204 672,478 (1,153,182) 936 10,228 (12,537) (3,103) 5,946 |
|
| (1,949,041) | (396,143) |
|
9,584,201 (9,433,698) 119,909 (119,909) 2,059,000 (3,829,843) 2,084 (53,478) - 1,037,400 |
9,576,213 (9,170,627) 130,044 (130,044) 3,850,000 (4,704,133) 1,514 (95,065) (200,650) - |
|
| (634,334) | (742,748) |
|
82,748 |
(31,075) |
|
| 222,773 866,459 |
122,297 744,162 |
|
| $ 1,089,232 |
866,459 |
34
Attachment IV
Comparison Table for the Amendments to the "Articles of Incorporation"
| Article number |
After amendment | Before amendment | Reason for amendment |
|
|---|---|---|---|---|
| Article 5 | The authorized capital of the Company is NT$10 billion, divided into1 billion shares. (The latter part is omitted) |
The authorized capital of the Company is NT$8billion, divided into800million shares. (The latter part is omitted) |
Increase the Company's capital in order to increase the flexibility of fund-raising in the future. |
|
| Article 21-2 |
The Company's board of directors may establish various functional committees, and their organizational charters shall be implemented by the board of directors through resolution. |
1. This article is newly added. 2. In accordance with Article 27-1 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies stating that "for the purpose of developing supervisory functions and strengthening management mechanisms, the board of directors of the Company, in consideration of the Company's scale and type of operations and the number of its board members, may set up functional committees for auditing, |
35
| remuneration, |
|---|
| nomination, |
| risk |
| management |
| or any other |
| functions, and |
| based on |
| concepts of |
| corporate |
| social |
| responsibility |
| and sustainable |
| operation, may |
| set up |
| environmental |
| protection, |
| corporate |
| social |
| responsibility, |
| or other |
| committees, |
| and expressly |
| provide for |
| them in the |
| articles of |
| incorporation.” |
| This provision |
| is amended |
| such that the |
| Board of |
| Directors of |
| the Company |
| has a clear |
| basis for |
| establishing |
| various |
| functional |
| committees |
| and |
| formulating |
| specific |
| guidelines for |
| the operation |
| of various |
| functional |
| committees, |
| while retaining |
| the flexibility |
| to establish |
| different types |
| of functional |
| committees. |
36
| Article 30 | If the Company has earnings in the year, appropriate 1~5% as remuneration to the employees(at least twenty percent of employee compensation should be allocated to frontline employees), and no more than 3% as remuneration to the Directors at the resolution of the Board. However, the Company shall appropriate funds to cover losses where applicable, followed by the appropriation at the aforementioned ratios for remuneration. (Thelatterpart is omitted) |
If the Company has earnings in the year, appropriate 1~5% as remuneration to the employees, and no more than 3% as remuneration to the Directors at the resolution of the Board. However, the Company shall appropriate funds to cover losses where applicable, followed by the appropriation at the aforementioned ratios for remuneration. (The latter part is omitted) |
Paragraph 1 is amended in accordance with the addition of Paragraph 6 in Article 14 of the Securities and Exchange Act. |
|
|---|---|---|---|---|
| Article 30-1 |
The dividend policy is based on the surplus for dividend policy in light of the need in business development and expansion, in line with the long-term financial planning of the Company for sustainability and stable corporate development. This is mainly based on the capital budgeting and the capital requirements in subsequent years of the Company where the retained earnings shall be used to finance subsequent capital requirement. Only then the surplus shall be paid as dividends. The distribution process is specified below: (I) Optimal capital budgeting. (II) Decision on adequate fund for meeting the financing need of the aforementioned capital budgeting. (III) Decision on using the retained earnings to finance the amount of capital requirement as mentioned (the amount short could be filled by raising new capital by offering new shares or issuing corporate bonds). (IV) The remainder of earnings shall be retained at an appropriate amount, andan amount within 100% of the distributable earnings may be distributed to shareholders. The payment of stock dividend will be conditioned by the state of |
The dividend policy is based on the surplus for dividend policy in light of the need in business development and expansion, in line with the long-term financial planning of the Company for sustainability and stable corporate development. This is mainly based on the capital budgeting and the capital requirements in subsequent years of the Company where the retained earnings shall be used to finance subsequent capital requirement. Only then the surplus shall be paid as dividends. The distribution process is specified below: (I) Optimal capital budgeting. (II) Decision on adequate fund for meeting the financing need of the aforementioned capital budgeting. (III) Decision on using the retained earnings to finance the amount of capital requirement as mentioned (the amount short could be filled by raising new capital by offering new shares or issuing corporate bonds). (4) Specific proportion of the remainder shall be retained for operational needs, followed by payment as dividends to shareholders. Dividends will be paid out in consideration of the status of capital utilization and map out the |
1. Subparagraph 4 of Paragraph 1 is amended to clarify the dividend policy. 2. Paragraph 2 is amended to correct wording. |
37
| capital utilization whereby an appropriate ratio between cash dividend and stock dividend for the year shall be mapped out of which cash dividend shall account forat least 50% of the total dividend. |
ratio of cash dividends and stock dividends. In general, cash dividends shall be paid from 50% to 100% of the total dividends while stock dividends will be paid at 50% to 0%. |
|||
|---|---|---|---|---|
| Article 33 | (Paragraphs 1 to 32 omitted) The 32nd amendment was made on 2025.6.17. |
(Paragraphs 1 to 32 omitted) | Addition of the date of the most recent amendment. |
38
Appendix I
Unitech Printed Circuit Board Corp. Parliamentary Procedure for Shareholders Meeting
-
I. Shareholders Meeting of the Company shall be governed by This Procedure unless the law specified otherwise.
-
II. The Company shall prepare a sign-in registry for the Shareholders to sign in for attendance at the meeting. Shareholders may present the Attendance Pass in lieu of signing in for attendance. The number of shares represented in the meeting shall be based on the number of shares as specified in the Attendance Pass.
The time at which shareholders’ sign-in begins, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The sign-in location place shall be clearly marked and staffed with a sufficient number of suitable personnel. When the shareholders’ meeting is convened by video conference, the sign-in process shall begin on the video conference platform 30 minutes before the meeting commences. Shareholders who have completed the sign-in shall be deemed to have attended the shareholders’ meeting in person.
If a shareholders’ meeting is convened by video conference, shareholders, solicitors, or proxies who wish to attend by video conference should register with the Company two days prior to the shareholders’ meeting.
If a shareholders’ meeting is convened by video conference, the Company shall upload the meeting agenda handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes prior to the start of the meeting and continue to disclose them till the end of the meeting.
III. The attendance and votes in the Shareholders Meeting shall be counted by shares represented. One vote shall be assigned to each share unless the law specifies otherwise. The number of shares in attendance shall be counted according to the number of shares whose voting rights are exercised in writing or by electronic means, and the shares indicated in the attendance pass handed in by shareholders and the sign-in record on the video conferencing platform.
Those who exercise their voting rights in writing or by electronic means without retracting their declaration of intention and participate in the shareholders’ meeting by video conference shall not exercise their voting rights on the same motions, propose amendment to the same motions, or exercise their voting rights for revised motions, except for extempore motions.
The Company shall, on the day of the shareholders’ meeting, compile a statistical statement in the prescribed format and disclose the number of shares solicited by the solicitor, the number of shares represented by the proxies, and the number of shares in attendance in writing or by electronic means clearly on site at the shareholders’ meeting. When a shareholders’ meeting is convened by video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes before the start of the meeting and continue to disclose it till the end of the meeting.
39
When a shareholders’ meeting is convened by video conference, when the meeting is called to order, the total number of shares in attendance shall be disclosed on the video conference platform. The same shall apply if the total number of voting rights in attendance is counted during the meeting.
- IV. Shareholders Meeting shall be held at the principal place of business of the Company or a place convenient for the attendance of the Shareholders. The time for the meeting shall range from 9:00 am to 3:00 pm. Full consideration shall be given to independent directors’ opinions with respect to the place and time of the meeting.
When the Company convenes a shareholders’ meeting by video conference, it is not subject to the restriction on the venue of the meeting under the preceding paragraph.
When a shareholders’ meeting is convened by video conference, the chair and the minute taker shall be at the same location in Taiwan, and the chair shall disclose the address of the place when calling the meeting to order.
-
V. The Chairman shall act as the Presiding Officer for sessions of Shareholders Meeting called for by the Board. In the absence of the Chairman due to leave or for whatever reasons, the Vice Chairman shall act on behalf of and in the name of the Chairman. If there is no Vice Chairman, or in the absence of the Vice Chairman due to leave or for whatever reasons, the Chairman shall appoint one Executive Director to act as the proxy. If there is no seat for Executive Director, one Director shall be appointed to act as the proxy. If the Chairman has not appointed any Director to act as the proxy, the Executive Directors shall nominate one among themselves to act as the proxy for the Chairman. If the session of Shareholders Meeting is called for by other parties entitled to call for the session, the party who called for the session shall act as the Presiding Officer.
-
VI. The Company may appoint the commissioned lawyers, certified public accountants or related personnel to attend the Shareholders Meeting as observers.
The service staff in the Shareholders Meeting shall wear an ID badge or arm badge for identification.
- VII. The Company shall make an uninterrupted audio and video recording of the entire meeting, from shareholders’ sign-in, the meeting process, and voting and vote counting.
The audio and video recording in the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
If a shareholders’ meeting is convened by video conference, the Company shall keep records of shareholders’ registration, sign-in, questions raised, and voting, and the vote counting results and retain the records, while making an uninterrupted audio and video recording of the entire video conference.
The above-mentioned materials and audio and video recordings shall be properly kept by the Company during the period of its existence, and the audio and video recordings shall be provided to those who are entrusted to handle the video conference affairs for storage.
Those entrusted to handle the video conference affairs shall retain the materials and audio and video recordings in the preceding paragraph after the shareholders’ meeting for the number of years specified below:
40
-
The materials of shareholders’ registration, sign-in, questions raised, and voting, and the vote counting results shall be retained for at least three years. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
-
The audio and video recordings of the video conference provided by the Company shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
-
VIII. The Presiding Officer shall announce for the beginning of the session at the scheduled time and announce the shares bearing no voting rights and the quantity of shares represented by shareholders in session.
The Presiding Officer shall announce the postponement of the meeting if the attendance of shareholders cannot represent more than half of the outstanding shares for up to two times, and the total time lapse shall not be more than 1 hour. If postponement of the meeting has been announced twice and the Shareholders in session can represent more than one-third of the outstanding shares, a provisional decision shall be made pursuant to Paragraph 1 under Article 175 of the Company Act.
Prior to the adjournment of the meeting for this instance, and if the Shareholders in session can represent more than half of the outstanding shares, the Presiding Officer shall make a provisional decision and refer to the new General Meeting of Shareholders pursuant to Article 174 of the Company Act.
-
IX. The Board shall prepare the agenda for Shareholders Meeting called by the Board, and shall proceed in accordance with the agenda. The meeting shall be unfolded as scheduled in the agenda shall not be modified unless at the approval of the Shareholders Meeting.
-
If the Shareholders Meeting is called by other parties entitled to call for the meeting, the rules mentioned shall govern.
The Presiding Officer shall not announce for the adjournment of the meeting before the conclusion of the agenda and the motions are still in proceedings as stated in the agenda (including extemporary motions” unless under the resolution of the shareholders for consent.
After the adjournment of the meeting, Shareholders cannot nominate another Presiding Officer to continue the Shareholders Meeting at the same place or in another place.
If the Presiding Officer acts in defiance of the Procedure and announces an adjournment of the meeting, the Shareholders in session shall vote to appoint another person to act as the Presiding Officer by a simple majority of the votes for consent, and continue the meeting.
- X. Shareholders in session shall fill in a message slip to specify the summary of the speech they intend to deliver, the Shareholders Account Number (or Attendance Pass Number), and Account Title. The Presiding Officer shall determine the priority for the Shareholders to express their opinions as stated in the message slip.
Shareholders in session who just present a message slip without delivering the speech shall be construed as no expression of opinion. If the content of the speech is not congruent with the
41
content of the message slip, the content of the speech shall prevail.
There shall be no interference by any other Shareholders when a Shareholder is having the floor for the speech unless at the consent of the Presiding Officer and the Shareholder giving the speech. The Presiding Officer shall stop any of such interference.
If a shareholders’ meeting is convened by video conference, shareholders who participate by video conference may ask questions in text on the video conference platform after the chair calls the meeting to order and before the chair declares the meeting adjourned. The number of questions raised by each shareholder for each motion shall not exceed two, each question shall be limited to 200 words, and the provisions of the preceding paragraph shall not apply.
-
XI. Each shareholder may present a speech on the same motion only twice and no more than 5 minutes for each instance unless at the consent of the Presiding Officer. The Presiding Officer shall stop any Shareholders who act in violation of the above rules or the content exceeds the scope of the motion.
-
XII. For institutional shareholders acting as proxy in the meeting, only one representative may be appointed to attend the meeting.
-
If a specific institutional shareholder appointed more than 2 representatives to the meeting, only 1 may express an opinion on the same motion.
-
XIII. After a Shareholder in session has expressed opinion, the Presiding Officer may respond to the query personally or appoint related personnel to respond.
-
XIV. If the Presiding Officer deems the discussion on a particular motion is adequate for voting, the Presiding Officer shall announce the end of discussion and proceed to voting.
-
XV. The Presiding Officer shall appoint a number of scrutineers and tallying clerk for tracking the voting on each motion. The scrutineers must also be Shareholders.
-
The voting result shall be announced on the scene and tracked on record.
-
When a shareholders’ meeting is convened by video conference, the Company shall immediately disclose the voting results and election results of various motions on the video conference platform in accordance with the regulations, and shall continue to disclose for at least 15 minutes after the chair declares the meeting adjourned.
-
XVI. The Presiding Officer may announce a break time when the meeting is in progress.
-
XVII. In terms of voting on resolutions, unless otherwise specified by the Company Law or the company's articles of association, a resolution is passed by the consent of more than half of the voting rights of the shareholders present. If there are no objections after consultation by the chairperson, it is considered approved with the same effect as a vote.
- When a shareholders’ meeting is convened by video conference, after the chair declares the voting closed, the votes shall be counted at one go, and the voting and election results shall be announced.
-
XVIII. The Presiding Officer shall combine the amendment or substitute for a particular motion with the original motion for setting the priority for voting. If either the amendment, substitute or original motion was passed, it shall be deemed all the others were being passed and further voting is not
42
necessary.
XIX. The Presiding Officer shall command the prefect (or security guards) to keep the order of the meeting place. the prefect (or security guards) shall wear an arm badge marked with the wording “PREFECT” when performing the duties of keeping order of the meeting place.
XX. In the event of a force majeure event in the middle of a shareholders’ meeting, the chair may declare the meeting suspended or adjourned and announce the time for the resumption of the meeting depending on the situation or the resumption of the meeting in five days without notice or announcement by the resolution of the shareholders’ meeting.
When a shareholders’ meeting is convened by video conference, the chair shall, when calling the meeting to order, announce that there is no need for postponement or resumption of the meeting as stipulated in Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies; that the meeting shall be postponed or resumed within five days due to any force majeure events that have obstructed the video conference platform or the participation in the video conference for 30 minutes or more before the chair declares the meeting adjourned; that Article 182 of the Company Act shall not apply.
In the event of any incident in the preceding paragraph that caused the meeting to be postponed or resumed, shareholders who have not registered to participate in the original shareholders’ meeting by video conference shall not participate in the meeting postponed or resumed.
When a meeting shall be postponed or resumed under paragraph 2, if shareholders who have registered to participate in the original shareholders’ meeting by video conference and have completed the registration but fail to participate in said meeting, the number of shares in attendance and the voting rights and voting rights for elections exercised at the original shareholders’ meeting shall be included in the total number of attending shareholders’ shares, voting rights, and voting rights for elections at the meeting postponed or resumed.
When a shareholders’ meeting is postponed or resumed in accordance with paragraph 2, the motions for which the voting and counting of votes have been completed and the voting results or the list of elected directors have been announced, do not need to be discussed or resolved again.
When the Company convenes a shareholder’s meeting, supplemented by a video conference, if the video conference cannot continue as under paragraph 2, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders’ meeting reaches the number as required by law, the shareholders’ meeting shall continue. There is no need to postpone or resume the meeting in accordance with paragraph 2.
When the meeting shall continue as in the preceding paragraph, for shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance; however, they shall be deemed to abstain for all motions resolved at the shareholders’ meeting.
43
Appendix Ⅱ
Articles of Incorporation of Unitech Printed Circuit Board Corp. (before amendment)
Chapter I: General Provision
-
Article 1: The Company is duly incorporated in accordance with the Company Act bearing the title of UNITECH PRINTED CIRCUIT BOARD CORP.
-
Article 2: The Company is engaged in the following business:
-
I. CC01060 Wired Communication Mechanical Equipment Manufacturing.
-
II. CC01070 Wireless Communication Mechanical Equipment Manufacturing.
-
III. CC01080 Electronics Components Manufacturing.
-
IV. F401010 International Trade.
-
V. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
-
Article 2-1: The Company may act as guarantor in favor of other industry peers for business needs.
-
Article 2-2: The investment in other business of the Company is not restricted by the total investment set forth in the Company Act.
The resolution for approval of the Board is required for long-term equity investment.
-
Article 3: The Company is headquartered in New Taipei, and may establish branches at home and abroad in accordance with applicable laws at the approval of the Board where necessary.
-
Article 4: The Company shall make an announcement in accordance with Article 28 of the Company Act.
Chapter II: Shares of Stock
- Article 5: The Company has a stated capital of NT$8 billion in 800 million shares.
At NT$10/share. The shares may be offered in tranches by the Board under authorization.
-
Article 6: The Company issues registered shares with each share certificate affixed with the signatures or seals of at least Three Directors subject to certification under law before offering. The Company may also be exempted from preparing a physical share certificate or bundle the offering in several tranches for printing share certificates subject to the registration and custody at Taiwan Depository and Clearing Corporation registration and custody.
-
Article 7: The Company shall administer the issuance of shares and investor service in accordance with the Regulations Governing the Administration of Shares by Public Companies promulgated by the competent authority unless the law or other applicable legal rules provide otherwise.
-
Article 8: (Deleted)
-
Article 9: (Deleted)
44
-
Article 10: In case of a missing share certificate or for whatever reasons that requires replacement, a handling charge and applicable stamp tax will apply.
-
Article 11: Particulars inscribed in the Shareholder Roster shall be suspended in the period of 60 days prior to the day scheduled for a regular session of the Shareholders Meeting, or 30 days prior to the day scheduled for a special session of the Shareholders Meeting, or 5 days prior to the dividend and bonus day or any other day on which benefit will be paid.
Chapter III: Shareholders Meeting
-
Article 12: Shareholders Meeting may convene in regular session or special session. Regular Session shall be convened once a year within 6 months after the end of the fiscal year with notice to the Shareholders 30 days in advance. A special session may be convened at any time where necessary.
-
Article 12-1: The Shareholders Meeting of the Company may convene via videoconferencing or any other means as announced by the central competent authority.
-
Article 13: If a specific Shareholder cannot attend the Shareholders Meeting in person, this Shareholder may use the power of attorney prepared by the Company to appoint a proxy to attend and specify the scope of authorization therein. Attendance of Shareholders Meeting by proxy shall be governed by Regulations Governing the Use of Power of Attorney for Attending Shareholders Meetings of Public Companies further to Article 177 of the Company Act.
-
Article 14 The Chairman shall act as the Presiding Officers if the Board calls for the Shareholders Meeting. In the absence of the Chairman due to leave or for whatever reasons, the Vice Chairman shall act as the Presiding Officer. In the absence of the Vice Chairman due to leave or for whatever reasons in this context, the Chairman shall appoint 1 Director to act as the Presiding Officer. If the Chairman did not appoint a proxy, the Directors shall nominate 1 among themselves to act as the Presiding Officer. If the Shareholders Meeting is called for by a third party entitled to call for the meeting other than the Board, this party shall act as the Presiding Officer. If there are more than 2 parties calling for the meeting, 1 shall be nominated as the Presiding Officer.
-
Article 15: Shareholders are entitled to one vote for the holding of each share unless the law provides otherwise.
-
Article 16: Resolutions of the Shareholders Meeting shall be made by a session with the attendance of Shareholders representing more than half of the outstanding shares and a simple majority of the votes cast by the Shareholders in session for consent.
-
Article 17: The resolutions of the Shareholders Meeting shall be tracked as minutes of meeting on record affixed with the signature or seal of the Presiding Officer, and released to the Shareholders within 20 days after the meeting. The minutes of meeting on record may be released by
45
announcement. The summary of the entire procedure of the meeting and the results shall be inscribed in the minutes of meeting on record. The minutes of meeting on record, the sign-in registry for tracking the attendance of shareholders, and the power of attorney for attendance by proxy shall be kept by the Company under Article 183 of the Company Act.
Chapter IV: Directors
-
Article 18: The Company shall establish 7 to 9 seats of Directors. The election of Directors shall be made under the candidate nomination system where the shareholders may elect the candidates on the list to the seats of Directors. Each Director has a tenure of 3 years and may assume a new term of office if reelected. The total quantity of shares held by all Directors shall conform to the “Regulations Governing the Percentage and Audits of Shares Held by Directors and Supervisor of Public Companies” promulgated by the competent authority of securities.
-
Of all the seats of Directors as mentioned, 3 shall be reserved for Independent Directors. The professional qualification, hold of shares, restriction of engagement in part-time duties, the method of nomination and others shall be governed by applicable laws.
-
Article 19: In case the seats of Directors were left vacant by 1/3, the Board shall call for a special session of the Shareholders Meeting as required by law for the election of Directors to fill the vacancies. The tenure of the newly elected Directors will cover the remainder of the term left behind by the predecessors.
-
Article 20: If an election of a new Board of Directors cannot be held on time at the expiration of tenure of the Directors, the Director shall continue to perform their duties until a new Board of Directors can be elected.
-
Article 21: The Directors shall be organized into the Board of Directors and a Chairman and Vice Chairman shall be elected from the Directors in a session with the attendance of at least 2/3 of the Directors and a simple majority of the votes cast by the Directors in session for consent. The Chairman and Vice Chairman shall execute all business of the Company under law, the Articles of Incorporation, resolutions of the Shareholders Meeting and the Board.
-
Article 21-1: Pursuant to Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee in 2018 organized by Independent Directors to perform the function of the Supervisors in accordance with the Company Act, Securities and Exchange Act, and other applicable laws.
-
Article 22: The Board shall determine the business policy and other important issues of the Company. The Board shall convene its 1[st] session in accordance with Article 203 of the Company Act and the Chairman shall call for all subsequent sessions of the Board and act as the Presiding Officer. In the absence of the Chairman, the Vice Chairman shall act on behalf of and in the name of the Chairman. In the absence of the Vice Chairman in this context, the Chairman
46
shall appoint one Director to act as the Presiding Officer. If no Director has been appointed, the Directors shall nominate one among themselves to act as the Presiding Officer.
-
Article 23: The Board shall convene once quarterly, and may convene a special session where necessary. Each session shall be attended by at least half of the Directors and a decision shall be made by a simple majority of the votes from the Directors in session unless the Company Act provides otherwise. If a specific Director cannot attend the meeting, this Director shall issue a power of attorney specifying the scope of authorization to appoint another Director as proxy to attend the meeting. One Director may act as the proxy of only one other Director. The Board may convene through videoconference and the Directors participating in the videoconference shall be construed as attending the meeting in person.
-
Article 23-1: The Board shall specify the cause of convention and give notice to all Directors 7 days in advance but may convene at any time in case of emergency.
-
The call for the convention of the Board may be made by correspondence, fax, or email.
-
Article 24: The entire proceedings of the Board in session shall be tracked as meeting minutes with the affixing of the signature or seal of the Presiding Officer, and released to the Directors within 20 days after the meeting. The summary and result of the proceedings in the meeting shall be inscribed in the meeting minutes, and kept by the Company together with the sign-in registry of the Directors in session and the power of attorney for attendance by proxy under Article 183 of the Company Act.
Article 25: (deleted)
-
Article 25-1: The Company shall take liability insurance for the protection of the Directors against the risks of legal action instated by Shareholders or other stakeholders deriving from the performance of their assigned duties under the law.
-
Article 25-2: The Board shall be authorized to determine the remuneration to the Chairman and the Directors (including Independent Directors) commensurate with their degree of participation in the operation and contribution value to the Company with reference to industry standards.
Chapter V: Managers and Employees
-
Article 26: The Company shall establish the position of a President and several Vice Presidents, the appointment and dismissal of whom shall be determined by the Board in a session with the attendance of at least half of the total number of Directors and a simple majority of the votes cast by the Directors in session for consent. The appointment and dismissal of the Vice President shall be nominated by the President.
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Article 26-1: The Company shall take liability insurance for the protection of the key personnel of the Company against the risks of legal action instated by Shareholders or other stakeholders
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deriving from the performance of their assigned duties under the law.
Article 27: (deleted)
Article 28: (deleted)
Chapter VI: Accounting
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Article 29: At the end of the fiscal year, the Board of the Company shall prepare (I) Business Report; (II) Financial Statements; and (III) Proposal for the distribution of earnings for presenting to the Shareholders Meeting for recognition.
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Article 30: If the Company has earnings in the year, appropriate 1~5% as remuneration to the employees, and no more than 3% as remuneration to the Directors at the resolution of the Board. However, the Company shall appropriate funds to cover losses where applicable, followed by the appropriation at the aforementioned ratios for remuneration.
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If there is a surplus from account settlement in the year, the Company shall appropriate for the payment of applicable taxes and covering carryforward loss, followed by the appropriation of 10% as mandatory reserve, and the appropriation or reversal of special reserve under applicable legal rules or the requirement of the competent authority. The remainder shall be pooled with the undistributed earnings carried forward from the previous period. The Board shall then map out a proposal for the distribution of the earnings and present it to the Shareholders Meeting for approval of payment as dividends to shareholders.
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Article 30-1: The residual dividend policy is adopted for the need for business expansion in line with the long-term financial planning of the Company for sustainable development and stable corporate development. This will be based on the capital budgeting of the Company in the future for measurement of capital requirement with the funding by retained earnings. Only the remainder of the earnings will be paid out as stock dividends. The procedure is specified as follows:
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(I) Optimal capital budgeting.
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(II) Decision on adequate fund for meeting the financing need of the aforementioned capital budgeting.
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(III) Decision on using the retained earnings to finance the amount of capital requirement as mentioned (the amount short could be filled by raising new capital by offering new shares or issuing corporate bonds).
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(IV) The remainder of earnings shall be retained at an appropriate amount and pay the rest to shareholders as dividends.
Dividends will be paid out in consideration of the status of capital utilization and map out the ratio of cash dividends and stock dividends. In general, cash dividends shall be paid
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from 50% to 100% of the total dividends while stock dividends will be paid at 50% to 0%.
Chapter VII: Miscellaneous
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Article 31: The Board shall separately institute the Organization Charter and enforcement rules of the Company.
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Article 32: Anything not covered by the Articles of Incorporation shall be governed by the Company Act and other applicable laws.
Article 33: The Articles of Incorporation were duly enacted on 1984.12.13.
- The 1st amendment was made on 1985.08.28.
The 2nd amendment was made on 1985.10.01.
- The 3rd amendment was made on 1987.07.14. The 4th amendment was made on 1989.04.18. The 5th amendment was made on 1990.03.27. The 6th amendment was made on 1991.05.18. The 7th amendment was made on 1993.05.15. The 8th amendment was made on 1994.12.10. The 9th amendment was made on 1995.10.20. The 10th amendment was made on 1996.05.16. The 11th amendment was made on 1997.10.21. The 12th amendment was made on 1998.05.26. The 13th amendment was made on 1999.05.21. The 14th amendment was made on 2000.06.16. The 15th amendment was made on 2000.06.16. The 16th amendment was made on 2001.06.26. The 17th amendment was made on 2001.06.26. The 18th amendment was made on 2002,06.20. The 19th amendment was made on 2004.06.10. The 20th amendment was made on 2005.06.10. The 21st amendment was made on 2006.05.17. The 22nd amendment was made on 2007.06.13. The 23rd amendment was made on 2008.05.30. The 24th amendment was made on 2009.05.21.
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The 25th amendment was made on 2011.06.28. The 26th amendment was made on 2012.06.19. The 27th amendment was made on 2014.06.27. The 28th amendment was made on 2016.06.21. The 29th amendment was made on 2017.06.20. The 30th amendment was made on 2018.06.12. The 31st amendment was made on 2022.6.21.
Unitech Printed Circuit Board Corp.
Chairman: Chang Yuan-Ming
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Appendix III
Information on resolution of the Board on remuneration to the employees and Directors:
| Directors: | ||||
|---|---|---|---|---|
| Item for distribution |
January 15, 2025 Amount proposed by the Board of Directors (A) |
Estimated amount for the year of expense recognition (2024) (B) |
Amount of difference (A-B) |
Reason for the difference and response |
| Remuneration to employees |
34,000,000 | 34,000,000 | 0 | No difference |
| Remuneration to directors |
17,000,000 | 17,000,000 | 0 | No difference |
Appendix IV
The influence of stock dividend to the operation performance, earnings per share, and ROI of the Shareholders:
No stock dividend paid in this year. This part is not applicable here.
Appendix V
Unitech Printed Circuit Board Corp. Quantity of Shareholders by Directors
I. Minimum requirement of shareholders of Directors and the listing of shareholding as stated in the Shareholder Roster
| Required quantity of shareholding |
Quantity of shareholding in Shareholder Roster |
|---|---|
22,701,029 |
52,703,388 |
II. Listing of shareholding
| Title | Name | Quantity of shareholding in Shareholder Roster |
Remark |
|---|---|---|---|
| Chairman | Kuo-Ling Investment Co., Ltd. |
44,884,181 | Representative: Chang, Yuan-Min |
| Vice Chairman |
Kuo-Ling Investment Co., Ltd. |
44,884,181 | Representative: Chang, Yuan-Fu |
| Director | Chen, Cheng-Hsiun | 5,250,508 |
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| Director | Ko, Wen-Shen | 2,56816999 | |
|---|---|---|---|
| Independent Director |
Wang, Feng-Kuei | 0 | |
| Independent Director |
Hsu, Wen-Hsin | 0 | |
| Independent Director |
Liu, Kun-Tien | 0 |
Note: Book closure date: April 19, 2025
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