Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

WTC AGM Information 2022

Aug 11, 2022

52123_rns_2022-08-11_242ca540-bef6-4591-b2bc-5d277ec7a5b0.pdf

AGM Information

Open in viewer

Opens in your device viewer

==> picture [153 x 38] intentionally omitted <==

Stock Code:2492

Walsin Technology Corporation

2022 Annual Shareholders’Meeting Agenda Handbooks (Translation)

Time:9:30 a.m. on Wednesday, Jun. 15, 2022

Location:No. 3, Qingnian Rd., Yangmei Dist., Taoyuan City 326, Taiwan

(R.O.C.) (Meeting Room No.E68,China-Motor Training Center)

This document is prepared in accordance with the Chinese version and is for reference only. In the event of any discrepancy between the Chinese version and this content, the Chinese version shall prevail.

1

Walsin Technology Corporation 2022 Annual Shareholders’ Meeting Handbook

Table of Contents

Chapter1. Meeting Procedure and Agenda 1. Announcements.………………………………..………………………………………..……………..4 2. Proposals, Discussions and Election.…………….…………………………..…………………6 3. Extempore Motions or Other Matters …………………………………………………………10 4. Adjournment …………………………………………………………………………………….………..10 Chapter2. Attachments 1. 2021 Business Report…………………………..…………………………………………………… 11 2. 2021 Parent Company Only Financial Statements and Consolidated Financial Statements……………………………….……………….…………………………………13 3. Audit Committee's Review Report…..….………………………………………………………34 4. Shareholding of Directors..…..……..……………………………………………………………..35 5. Plan of Transferring the Repurchased Shares and Implementation Status Of Repurchasing Company's stock………………………………………….…………….…….36 6. Comparison Table of Amended Articles of Articles of Incorporation…………..41 7. Comparison Table for Amendments to the Rules of Procedures for Shareholders' meetings ……………………………………………………………………………..42 8. Comparison Table for Amendments to the Rules of the Procedures of Acquisition or Disposal of Assets…………………………………………………………………43 9. List of the 16[th ] term Candidate for Directors and Independent Directors…………………………………………………………………………………………………….50 10. Explanations of involvement of directors or their related persons in the Field of the Company's business…………………………………………………………………53 Chapter3. Appendix 1. Articles of Association(Before Amendment)…...…..………………………………..…...55 2. Rules of Procedures for Shareholders' Meetings(Before Amendment)..……..61 3. Methods of Election of Directors of the Board…………………………………………….65

2

Walsin Technology Corporation Procedure and Agenda for 2022 Annual Shareholders' Meeting

  • I. Meeting called to order

  • II. Chairperson in place

  • III. Chairperson remarks

  • IV. Announcements

  • 2021 Business Report

  • Audit Committee's Audit Report

  • Report on Distribution of Employees' Compensation and Remuneration of Directors for 2021

  • Other Matters

  • V. Proposals, Discussions and Election

  • Approval of 2021 Business Report and financial statements

  • Approval of 2021 Earnings Distribution

  • Discussion about the amendments to the Articles of Incorporation of the Company.

  • Discussion about the amendments to the rules of Procedures for Shareholders' Meetings

  • Discussion about the amendments to the rule of the Procedures of Acquisition Disposal of Assets.

  • Election of the Company's Directors of the 16[th] term.

  • Discussion of the proposal for the release of new Directors' NonCompetition Obligations.

VI. Extempore Motions or Other Matters

  • VII. Adjournment

3

Announcements

  1. Business Report:

The Company's 2021 Business Report and Financial Statements

Please refer to Attachment 1 and 2 on #page11-33# of the Handbook.

  1. Audit Committee's Audit Report:

Please refer to Attachment 3 on #page34# of the Handbook.

  1. Report on Distribution of Employees' Compensation and Remuneration of Directors for 2021

As approved by the 23[th ] meeting of 15[th] term Board of Directors of the Company, the employees' compensation for 2021 is NT$ 198,962,904 and the remuneration of Directors is NT$ 79,585,162, all of which are paid in cash.

  1. Other matters:

  2. (1) WTC's first domestic unsecured convertible bonds Status report.

  3. Explanation:

  4. 1.In order to purchase plant, equipment and factory facilities, the board of directors approved the issuance of the first domestic unsecured conversion of 48,000 corporate bonds on February 26, 2020, each with par value is NT$100,000, and the bond coupon rate is 0%, the total issuance amount is NT$4.8 billion, and the issuance period is four years.

  5. Since the issuance began on April 29, 2020, until the maturity on April 29,2024, as of April 14, 2022 (the last transfer date before the bond stop conversion period is from April 17 to June 65), 10 bonds have been

  6. converted(NT$1,000 thousands), and the current balance is NT$4,799,000 thousands.

N (2) Report the Shareholding of Directors

  1. Please refer to Attachment 4 on #page35# of the Handbook for the shareholding of Directors.

  2. The shareholdings of all of the Company's directors have all met the requirement for the statutory shareholding ratio.

  3. (3) Implementation status of repurchasing Company's stock: Please refer to Attachment 5 on #page36-40# of the Handbook for the implementation status of repurchasing Company's stock.

4

(4) Report the Endorsement and Guarantee cases of WTC till Mar. 31,2022.

Unit: In Thousands of New Taiwan Dollars

Endorser/Guarantor Endorsee/Guarantee Outstanding
Endorsement/
Guarantee at
the End of the
Period

Limit on
Endorsement/
Guarantee
Given on
Behalf of Each
Party

Aggregate
Endorsement/
Guarantee
Limit
Remark
Walsin Technology
Corporation
Kamaya Electric Co.,
Ltd.
1,596,130 14,842,677 23,007,014 Note
Kamaya Electric(M)
SDN. BHD.
1,130,688 16,159,428
Total 2,726,818

Note: The maximum limit for each guaranteed company is limited to 100% of its net worth presented in the latest financial statements. The maximum limit for company’s actual holds more than two-thirds of the guaranteed company is limited to six times of its (guaranteed company) net worth presented in the latest financial statements. Therefore, this period did not exceed the limit. The maximum endorsements/guarantees amount allowed for the Company is not equal or exceed 50% of its net worth presented in the latest financial statements.

(5) During the period from April 01, 2022 to April 11, 2022, none of the shareholders submitted any written proposal or nomination to the Company during the period of nomination according to Article 172-1 and Article 192-1 of Company Act.

5

Proposals, Discussions and Election

Proposal 1 Proposed by the Board of Directors

Subject: Recognition of the Company’s 2021 business report, parent company only financial statements and consolidated financial statements. Explanation:

  • a. The aforesaid business report and relevant financial statements have been resolved by the Board of Directors, Financial Statements have been audited by CPA Shih Chin-Chuan and Hong Kuo-Tyan of Deloitte & Touche Taiwan. All of them were submitted to the Audit Committee for audit, which then has audited the same.

  • b. Please refer to Attachment of the handbook from page 11. Resolution:

6

Proposal 2

Proposed by the Board of Directors

Subject: Adoption of the Proposal for Appropriation of 2021 Earnings Explanation:

  • a. The proposal for 2021 appropriation of earnings was already resolved in the 25[th] meeting of 15[th ] term Board of Directors meeting convened and reviewed by the Audit Committee meeting.

  • b. The net profit after tax as of year 2021 of the Company is NT$ 7,931,940,536. After setting aside the legal reserve of NT$ 798,026,733 and adding the adjusted undistributed retained earnings is NT$ 21,698,985,557, the total distributable retained earnings is NT$ 28,832,899,360.

  • c. For the Proposal of earnings distribution, it is calculated based on 485,804,299 shares (including treasury stocks 1,000,000 shares) of the company had issued shares as of the book closure date of April 22, 2022. In the event of changes of the Company’s common shares, conversion of the company’s convertible corporate bonds, repurchase of treasury stocks or transfer treasury stocks to employees, etc., thereby affecting the number of outstanding shares and then causing the proposed cash distribution per share to change, it is proposed that the Chairman be authorized to adjust the same based on the number of actual shares outstanding on the ex-dividend base date.

  • d. The above distribution, it is proposed that the Chairman be authorized to determine the ex-dividend date and related matters of cash dividend distribution after resolution is made in this shareholders’ meeting. The distribution of the cash dividends shall be rounded down to the nearest New Taiwan Dollar. The aggregate of the remaining cash will be credited to Other Revenue by the Company.

  • e. The undistributed earnings of year 2021, the company operates for sustainable development and meet the requirements of capital expenditure, therefore, in the future, the Company is planning to use the undistributed earnings to construct or purchase buildings, software or hardware equipment or technology for use in production or operation as needed for its business, and the Company will report to the National Taxation Bureau for the deduction such investment amounts from the undistributed earnings tax base in accordance with Article 23-3 of the Statute of Industrial Innovation.

  • f. The proposed earnings distribution table is as below:

an mee e requremens o capa expenure, ereore, n e uure, e ompany s
planning to use the undistributed earnings to construct or purchase buildings, software or
hardware equipment or technology for use in production or operation as needed for its
business, and the Company will report to the National Taxation Bureau for the deduction such
investment amounts from the undistributed earnings tax base in accordance with Article 23-3 of
the Statute of Industrial Innovation.
Theproposed earnings distribution table is as below:
an mee e requremens o capa expenure, ereore, n e uure, e ompany s
planning to use the undistributed earnings to construct or purchase buildings, software or
hardware equipment or technology for use in production or operation as needed for its
business, and the Company will report to the National Taxation Bureau for the deduction such
investment amounts from the undistributed earnings tax base in accordance with Article 23-3 of
the Statute of Industrial Innovation.
Theproposed earnings distribution table is as below:
Walsin Technology Corporation

Statement of Earnings Distribution
Year 2021
Item
Total
Unit: NT$
Unallocated earnings, beginning of year
Add: Adjustments on re-measurement on define
benefit plans recognized in retained earnings
Less: Adjustments on equity method investments
Add: Disposal of investments in equity instruments
at fair value through other comprehensive income
Add: Deferred initial adoption of TIFRS for Special
Revenue Reserve
Adjusted unallocated earnings
Add: Net profit
Less: Legal reserve(10%)
Distributable earnings
Distribution Item:
Cash Dividends to shareholders
21,650,658,763
19,923,365
(18,171,233)
45,830,510
744,152
21,698,985,557
7,931,940,536
(798,026,733)
28,832,899,360
(2,186,119,346)
NT$4.5/per share

7

Unallocated earnings, end of year

26,646,780,014

Chairman: Chiao Yu-Heng Manager: Ku, Li-Chin Accounting Chief: Yeh Tse-Kuang

Resolution:

Proposal 3 Proposed by the Board of Directors Subject: The proposal of amendments to the to the Articles of Incorporation of the Company.

  • Explanation: In order to make the company's method of convening shareholders' meetings more flexible, In accordance with the provisions of Article 172-2, Paragraph 1 of the Company Act, the company's articles of association expressly stipulate that the shareholders' meeting may be held by video conference or other methods announced by the central competent authority, and the provisions of Article 13 of the company's articles of association are amended, and amendments to Article 18 due to actual needs.

  • Please refer to Attachment 6 on #page41# of the Handbook for the comparison table.

Proposal 4

  • Proposed by the Board of Directors

  • Subject: The proposal of amendments to the Company's Rules of Procedures for Shareholders’ Meetings is hereby submitted for resolution.

  • Explanation: In accordance with the provisions of Article 172-2, Paragraph 1 of the Company Act, the shareholders' meeting shall be convened by video conference or other methods announced by the central competent authority as expressly stipulated in the articles of association of the company, and the rules of procedure of the company's shareholders' meeting shall be revised simultaneously.

  • Please refer to Attachment 7 on #page42# of the Handbook for the comparison table.

Resolution:

Proposal 5 Proposed by the Board of Directors Subject: The proposal of amendments to the Company's Rules of the Procedures of Acquisition or Disposal of Assets.

Explanation:

  • According to the amendments made by the Financial Supervisory Commission Issued No. 1110380465, it is proposed to revise the relevant provisions of the company resolution.

8

Please refer to Attachment 8 on #page43# of the Handbook for the comparison table.

Proposal 6 Proposed by the Board of Directors Subject: Election of the Company's Directors of 16[th] term. Explanation:

  • a. The 15[th] term of directors of the Company was elected on June 19, 2019, and the term of office is about to expire. It is proposed to submit to the 2022 Annual General Meeting of Shareholders for re-election.

  • b. According to the Article 18 of the company's articles of association stipulates that the company has 7 to 9 directors, and the number of seats is determined by the board of directors. Among the number of directors, there shall be at least 3 independent directors. It is hereby proposed that the number of directors for the 16[th] term shall be 7 directors (including 3 independent directors). New Directors takes office upon election for a three-year term.

  • c. The election of directors (including independent directors) of the Company adopts the candidate nomination system stipulated in Article 192-1 of the Company Act, and the shareholders shall select and appoint directors from the list of candidates for directors. The candidate list of directors (including independent directors)proposed by Board of Director Please refer to Attachment 9 on #page50# of the Handbook.

  • d. The new Directors should be appointed for a term of three years commencing on the date of election (i.e., 15 June 2022) and ending on 14 June 2024.

Election:

Proposal 7

Proposed by the Board of Directors

Subject: Release of the directors of the Company from non-compete restrictions set forth in Article 209 of the Company Act.

Explanation:

  • a.It is conducted in accordance with Paragraph 1, Article 209 of the Company Act, which provides that “a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the shareholders meeting the essential contents of such an act and secure its approval.”

9

  • b. For the Company's newly-elected directors who serve as directors or managerial officers in companies operating the same/similar businesses as/to the Company, Please refer to Attachment 10 on #page53# of the Handbook.

  • c. It is proposed that the shareholders' meeting approve the release of the newly-elected directors from non-compete restrictions on engaging in any business within the Company's business scope under Paragraph 1, Article 209 of the Company Act, as well as approve the abstention from exercise of the disgorgement rights against the directors mentioned above as of the date of serving as directors or managerial officers of other companies engaging in competing business.

Resolution:

Extempore Motions or Other Matters

Adjournment

10

[Attachment 1]

WALSIN TECHNOLOGY CORPORATION

Year 2021 Business Report

In retrospect of the global economic development in 2021, still deeply affected by COVID-19 epidemic, worldwide shipment and logistics disruption, and the trade conflict between US and China. Although the spread of the epidemic has been slightly suppressed with the advent of vaccines in Europe and the United States, the virus has continued to mutate and evolve, making border control policies in various countries must be adjusted at any time. Coupled with the interference of factors such as lack of containers and labor, the global economic development momentum cannot be fully activated yet. The upstream and downstream of the electronics industry must also adjust production and inventory management in response to the shortage of IC materials. However, in terms of market development trend is concerned, the applications of future technologies such as 5G, automobile, AI, and IoT etc. will still be the main axis of the sustainable development of the high-tech industry.

Under the situation that the confrontation between the two major powers in the United States and China is still difficult to reverse in a short period of time .China continues to promote the establishment of the integrity of the independent production supply chain system, including the field of passive components product domain, as new production capacity has emerged since the second half of last year, although it is generally believed that there is still a gap between the technical level of China manufacturers and Taiwanese manufacturers, under China's nationwide efforts to support domestic enterprises, it still has a considerable impact on the supply and demand of the MLCC and Chip R in China's domestic market. Coupled with the fact that the Chinese government has successively introduced measures for housing sales and power rationing, the peak season in the second half of last year was not prosperous, and major Japanese manufacturers also adjusted their production and sales strategies accordingly. We also take appropriate measures in a timely manner to centrally manage effective production capacity and avoid waste. At the same time, we introduce new business partners. In addition to increasing the depth of the original product series, we also stepped into other passive component segments. We hope to jointly open up new markets. Deepen the industrial distribution.

The company's consolidated revenue of the company in Year 2021 increased by 18.29% compared to Year 2020. The gross profit increased nearly 11.29%. Although the performance of main product MLCC was affected by market turbulence in the last quarter, the decline was stronger than expected, resulting in a drop in revenue; however, under the new product expansion and revenue supplementation, the two leading major indicators should be able to still maintained a two-digits growth throughout the entire year. As a result of the final annual settlement, the net profit after tax was nearly NT$8 billion, and the earnings per share was NT$16.35.

Here is a summary of WALSIN’s 2020 simple income statement as follows:

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Item 2021 2020 2021
Growth rate
STATEMENTS OF
COMPREHENSIVE INCOME
NET REVENUE
GROSS PROFIT
OPERATING PROFIT
INCOME BEFORE INCOME TAX
NET INCOME
EARNINGS PER SHARE
$22,257,779
5,000,851
3,763,948
8,564,248
7,931,941
16.35
$17,854,068
4,547,308
3,357,599
7,311,627
6,632,254
13.66
24.67%
9.97%
12.10%
17.13%
19.60%
19.69%

11

CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME
NET REVENUE
GROSS PROFIT
OPERATING PROFIT
INCOME BEFORE INCOME TAX
NET INCOME(Attributable to the
owner of the company)
EARNINGS PER SHARE
$42,108,708
12,512,383
8,399,582
10,649,914

7,931,941
16.35
$35,599,249
11,243,055
7,913,539
9,034,807
6,632,254
13.66
18.29%
11.29%
6.14%
17.88%
19.60%
19.69%

Chairman: Chiao Yu-Heng Manager: Chang Jui -Tsung Accounting Chief: Yeh Tse-Kuang

12

[Attachment 2] INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Walsin Technology Corporation

Opinion

We have audited the accompanying financial statements of Walsin Technology Corporation (the “Company”), which comprise the balance sheets as of December 31, 2021 and 2020, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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 Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2021. 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.

The key audit matter of the Company’s financial statements for the year ended December 31, 2021 is described as follows:

Revenue Recognition for MLCC Sales

Walsin Technology Corporation’s main source of revenue comes from multi-layer ceramic capacitors (MLCC), ceramic disc capacitors, chip resistors and radio frequency devices.

  • 13 -

Due to higher proportion of MLCC’s sales revenue and gross profit margin compared to other sales portfolios, and revenue is recognized in accordance with customer orders or contracts, we considered recognition of revenue from sales of MLCC as a key audit matter of the Company’s financial statements for the year ended December 31, 2021.

The audit procedures that we performed in response to the abovementioned key audit matter included understanding the design and implementation of key internal controls and testing the effectiveness of relevant controls over sales revenue, and selecting samples of revenue items to verify the occurrence of transactions.

Other Matter

We did not audit the financial statements of some subsidiaries and investments accounted for using the equity method, which are included in the financial statements of the Company, but such financial statements were audited by other auditors. Our opinion, insofar as it relates to the amounts and the information disclosed included for some subsidiaries and investments accounted for using the equity method, is based solely on the audit reports of other auditors. As of December 31, 2021, the amount of total assets using the equity method of these subsidiaries was NT$2,966,722 thousand, representing 4.13% of the total assets; and the share of profit of associates accounted for using the equity method for the year ended December 31, 2021 was NT$178,400 thousand, representing 2.25% of the total net profit.

Responsibilities of Management and Those Charged with Governance for the 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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

  • 14 -

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the 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.

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 for the year ended December 31, 2021 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.

  • 15 -

The engagement partners on the audits resulting in this independent auditors’ report are Chin-Chuan Shih and Kuo-Tyan Hong.

Deloitte & Touche Taipei, Taiwan Republic of China

February 22, 2022

  • 16 -

WALSIN TECHNOLOGY CORPORATION

BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at amortized cost - current (Notes 4, 9 and 27)
Notes receivable from unrelated parties (Notes 4 and 10)
Trade receivables from unrelated parties (Notes 4 and 10)
Trade receivables from related parties (Notes 4, 10 and 26)
Finance lease receivable - current (Note 4)
Other receivables
Other receivables from related parties (Notes 4 and 26)
Inventories (Notes 4 and 11)
Other current assets
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Financial assets at amortized cost - non-current (Notes 4, 9 and 27)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4 and 13)
Right-of-use assets (Notes 4 and 14)
Investment properties (Notes 4 and 15)
Computer software (Note 4)
Deferred tax assets (Notes 4 and 21)
Guarantee deposits paid
Finance lease receivables - non-current (Note 4)
Other non-current assets
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 16)
Short-term bills payable (Note 16)
Trade payables to unrelated parties
Trade payables to related parties (Notes 4 and 26)
Payables for equipment (Note 26)
Other payables (Notes 4 and 26)
Lease liabilities - current (Notes 4 and 14)
Current tax liabilities (Notes 4 and 21)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Bonds payable (Note 17)
Long-term borrowings (Note 16)
Current tax liabilities - non-current (Notes 4 and 21)
Deferred tax liabilities (Notes 4 and 21)
Lease liabilities - non-current (Notes 4 and 14)
Net defined benefit liabilities - non-current (Notes 4 and 18)
Guarantee deposits received
Total non-current liabilities
Total liabilities
EQUITY (Notes 4 and 19)
Share capital
Ordinary shares
Bond conversion entitlement certificates
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Exchange differences on translating foreign operations
Unrealized gain (loss) on financial assets at fair value through other comprehensive income
Treasury shares
Total equity
TOTAL
2021
Amount
%
$ 1,239,378
2
386,792
1
117,866
-
20,354
-
1,436,666
2
2,526,192
4
14,281
-
61,259
-
766,745
1
2,470,155
3

194,172

-

9,233,860
13
1,440
-
3,734,019
5
632,635
1
39,616,485
55
17,661,063
25
263,715
-
117,679
-
72,032
-
307,000
1
36,732
-
25,607
-

188,424

-
62,656,831
87
$ 71,890,691
100
$ 4,710,000
6
-
-
1,128,254
2
1,617,536
2
2,571,154
4
2,374,271
3
40,145
-
1,264,123
2

49,520

-
13,755,003
19
4,654,244
7
8,410,000
12
290,327
-
71,341
-
226,889
-
87,314
-

6,731

-
13,746,846
19
27,501,849
38
4,858,043
7
-
-
3,111,622
4
3,938,069
5
1,096,797
2
29,630,926
41
(2,479,278)
(3)
4,469,043
6

(236,380)

-
44,388,842
62
$ 71,890,691
100
2020




































Amount
%
$ 775,955
1
347,920
-
2,941,109
5
19,900
-
1,074,490
2
2,995,986
5
17,862
-
72,352
-
2,792,546
4
1,661,109
3

119,633

-
12,818,862
20
12,957
-
2,454,006
4
-
-
35,580,910
55
12,842,862
20
258,220
1
119,582
-
85,251
-
239,000
-
31,929
-
35,858
-

43,114

-
51,703,689
80
$ 64,522,551
100
$ 5,867,081
9
99,980
-
1,386,009
2
888,048
2
2,122,104
3
2,282,253
4
50,043
-
848,554
1

26,536

-
13,570,608
21
4,593,360
7
7,194,748
11
67,501
-
144,341
-
215,856
1
109,044
-

6,631

-
12,331,481
19
25,902,089
40
4,858,000
8
43
-
6,006,342
9
3,286,566
5
1,097,541
2
22,302,162
34
(2,517,167)
(4)
3,586,975
6

-

-
38,620,462
60
$ 64,522,551
100

(With Deloitte & Touche audits’ report dated February 22, 2022)

  • 17 -

WALSIN TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4 and 26)
COST OF SALES (Notes 11 and 26)
GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS
WITH SUBSIDIARIES
REALIZED GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Rental income
Dividend income (Note 26)
Other income (Note 12)
(Loss) gain on disposal of property, plant and
equipment
Gain (loss) gain on disposal of investments
(Note 12)
Gain on financial assets at FVTPL
Other expenses
Foreign exchange gain (loss), net
Interest expense
Share of profit of subsidiaries and associates
accounted for using the equity method (Notes
4 and 12)
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 21)
NET PROFIT FOR THE YEAR
2021
Amount
%
$ 22,257,779
100
16,907,353
76
5,350,426
24
(349,575)
(1)
5,000,851
23
398,778
2
432,131
2
405,994

2
1,236,903

6
3,763,948
17
63,831
-
1,226
-
95,104
1
182,583
1
(4,997)
-
9,038
-
27,458
-
(6,437)
-
20,329
-
(161,052)
(1)
4,573,217
21
4,800,300
22
8,564,248
39
(632,307)
(3)
7,931,941
36
2020




















Amount
%
$ 17,854,068
100
12,969,538
72
4,884,530
28
(337,222)
(2)
4,547,308
26
362,798
2
442,281
3
384,630

2
1,189,709

7
3,357,599
19
21,133
-
1,214
-
50,649
-
107,862
1
7,257
-
(94,921)
(1)
106,343
1
(1,718)
-
(151,654)
(1)
(146,762)
(1)
4,054,625
23
3,954,028
22
7,311,627
41
(679,373)
(4)
6,632,254
37

(Continued)

  • 18 -

WALSIN TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income
Share of the other comprehensive income of
subsidiaries and associates accounted for
using the equity method
Items that may be reclassified subsequently to
profit or loss:
Share of the other comprehensive loss of
subsidiaries and associates accounted for
using the equity method
Other comprehensive income for the year,
net
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
EARNINGS PER SHARE (Notes 4 and 22)
Basic
Diluted
2021
Amount
%
19,923
-
1,295,674
6
(367,775)
(2)
37,889

-
985,711

4
$ 8,917,652
40
$ 16.35
$ 15.72
2020




Amount
%
(30,074)
-
674,416
4
54,766
-
(338,411)
(2)
360,697

2
$ 6,992,951
39
$ 13.66
$ 13.44


(With Deloitte & Touche audits’ report dated February 22, 2022)

(Concluded)

  • 19 -

WALSIN TECHNOLOGY CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2020
Appropriation of the 2019 earnings (Note 19)
Legal reserve
Cash dividends distributed by the Company
Other changes in capital surplus (Note 19)
Equity component of convertible bonds issued by the Company
Change in capital surplus from associates accounted for using the equity method
Disposal of investments accounted for using the equity method
Actual disposal of interests in subsidiaries (Note 12)
Changes in percentage of ownership interests in subsidiaries
Net profit for the year ended December 31, 2020
Other comprehensive income (loss) for the year ended December 31, 2020
Total comprehensive income (loss) for the year ended December 31, 2020
Convertible bonds converted to ordinary shares
Transfer of treasury shares to employees (Note 19)
Disposals of investments in equity instruments designated as at fair value through other
comprehensive income/associates disposed of the investments in equity instruments
designated as at fair value through other comprehensive income
BALANCE, DECEMBER 31, 2020
Reversal by subsidiaries special reserve appropriated at the first-time adoption of IFRSs
(Note 19)
Appropriation of the 2020 earnings (Note 19)
Legal reserve
Other changes in capital surplus (Note 19)
Change in capital surplus from associates accounted for using the equity method
Issuance of cash dividends from capital surplus
Other changes in capital surplus
Actual acquisition of interests in subsidiaries
Changes in percentage of ownership interests in subsidiaries
Net profit for the year ended December 31, 2021
Other comprehensive income for the year ended December 31, 2021
Total comprehensive income for the year ended December 31, 2021
Convertible bonds converted to ordinary shares
Buy-back of treasury shares
Transfer of treasury shares to employees (Note 19)
Disposals of investments in equity instruments designated as at fair value through other
comprehensive income/associates disposed of the investments in equity instruments
designated as at fair value through other comprehensive income
BALANCE, DECEMBER 31, 2021
**Share Capital ** Bond Conversion
Entitlement
Certificates
$ -

-
-
-
-
-
-
-
-

-


-

43
-

-

43
-
-
-
-
-
-
-
-

-


-

(43 )
-
-

-

$ -
Capital Surplus
$ 5,619,231
-
-
253,440
8,597
(101 )
(5 )
9,612
-

-

-
911
114,657

-
6,006,342
-
-
24,882
(2,914,830 )
55
(24,397 )
315
-

-

-
-
-
19,255

-
$ 3,111,622
R etained Earnings Unappropriated
Earnings
$ 19,126,043
(667,009 )
(2,671,900 )
-
-
(50,092 )
13
-
6,632,254

(30,074)

6,602,180
-
-

(37,073)
22,302,162
744
(651,503 )
(5,832 )
-
-
(11,147 )
(1,193 )
7,931,941

19,923

7,951,864
-
-
-

45,831
$ 29,630,926
Other Equity
Exchange
Unrealized Gain
(Loss) on Financial
Assets at Fair Value
Differences on
Through Other
Translating Foreign
Operations
Comprehensive
Income
Treasury Shares
$ (2,226,191 )
$ 2,770,641
$ (35,760 )

-
-
-
-
-
-
-
-
-
-
-
-
47,430
50,092
-
5
(13 )
-
-
-
-
-
-
-

(338,411)

729,182

-


(338,411)

729,182

-

-
-
-
-
-
35,760

-

37,073

-

(2,517,167 )
3,586,975
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

37,889

927,899

-


37,889

927,899

-

-
-
-
-
-
(351,616 )
-
-
115,236

-

(45,831)

-

$ (2,479,278)
$ 4,469,043
$ (236,380)
Total Equity
$ 33,829,062
-
(2,671,900 )
253,440
8,597
47,329
-
9,612
6,632,254

360,697

6,992,951
954
150,417

-
38,620,462
-
-
19,050
(2,914,830 )
55
(35,544 )
(878 )
7,931,941

985,711

8,917,652
-
(351,616 )
134,491

-
$ 44,388,842
Sh






ares (In Thousands)
485,800

-
-
-
-
-
-
-
-

-


-

4
-

-

485,804
-
-
-
-
-
-
-
-

-


-

-
-
-

-


485,804

Share Capital
$ 4,858,000

-
-
-
-
-
-
-
-

-


-

-
-

-

4,858,000
-
-
-
-
-
-
-
-

-


-

43
-
-

-

$ 4,858,043







Legal Reserve
$ 2,619,557

667,009
-
-
-
-
-
-
-

-


-

-
-

-

3,286,566
-
651,503
-
-
-
-
-
-

-


-

-
-
-

-

$ 3,938,069
Special Reserve
$ 1,097,541

-
-
-
-
-
-
-
-

-


-

-
-

-

1,097,541
(744 )
-
-
-
-
-
-
-

-


-

-
-
-

-

$ 1,096,797

(With Deloitte & Touche audits’ report dated February 22, 2022)

  • 20 -

WALSIN TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expense

Amortization expense
Net gain on financial assets at FVTPL
Interest expense
Interest income
Dividend income
Compensation cost of employee share options
Share of profit of subsidiaries and associates accounted for
using the equity method

Loss (gain) on disposal of property, plant and equipment
(Gain) loss on disposal of investments
Impairment gain recognized on property, plant and equipment
Write-downs of (reversal of) inventories
Unrealized gross profit on the transactions with subsidiaries
and associates
Realized gain on transactions with associates
Net (gain) loss on foreign currency exchange
Other non-cash item
Changes in operating assets and liabilities
Notes receivable from unrelated parties
Trade receivables from unrelated parties
Trade receivables from related parties
Other receivables from unrelated parties
Other receivables from related parties

Inventories
Other current assets
Trade payables to unrelated parties
Trade payables to related parties
Other payables
Other current liabilities
Other non-current liabilities

Cash generated from operations

Interest received
Dividend received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
2021
$ 8,564,248

2,736,286

19,631
(27,458)
161,052
(63,831)
(95,104)
19,602
(4,573,217)

4,997
(9,038)
(10,343)
80,745
349,575
-
(103,439)
(154,643)
(454)
(353,392)
527,523

11,615
2,025,801
(889,791)
(31,425)
(198,182)
714,475
92,622
22,984
(12)

8,820,827

63,309
565,561
(98,446)
(323,336)

9,027,915
2020
$ 7,311,627
1,958,006
9,804
(106,343)
146,762
(21,133)
(50,649)
114,765
(4,054,625)
(7,257)
94,921
(4,683)
(56,231)
337,222
(43,187)
24,252
(51,912)
(2,830)
(235,701)
(2,099,488)
24,274
(117,784)
(361,214)
(59,575)
787,918
(667,695)
89,140
(1,340)
(4,021)
2,953,023
19,903
393,717
(100,291)
(28,543)
3,237,809

(Continued)

  • 21 -

WALSIN TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Purchase of financial assets at fair value through other
comprehensive income
Proceeds from capital return of financial assets at fair value
through other comprehensive income
Deposits (purchase) of financial assets at amortized cost

Purchase of financial assets at fair value through profit or loss
Proceeds from financial assets at fair value through profit or loss
Acquisition of associates
Proceeds from capital return of investments accounted for using
the equity method
Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
(Increase) decrease in guarantee deposits paid
Payments for intangible assets
Increase in receivables from related parties for advances or
borrowings
Decrease in finance lease receivables
Increase in prepayments for other

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings

(Decrease) increase in short-term bills payable
Proceeds from issuance of bonds payable
Increase in long-term borrowings

Increase in guarantee deposits received
Repayment of the principal portion of lease liabilities
Cash dividends

Payments for buy-back of ordinary shares
Proceeds from transfer of treasury shares to employees
Payments for transaction costs attributable to the issue of bonds
Other financing activities

Net cash (used in) generated from financing activities

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2021
-
695
2,190,608

-
11
(445,411)
-
(7,056,819)

2,973
(4,803)
(411)
-
13,953
-

(5,299,204)

(1,171,465)
(100,000)
-

1,215,252

100
(57,645)
(2,914,858)

(351,616)
114,889
-
55

(3,265,288)

463,423
775,955

$ 1,239,378
2020
(596,802)
519
(2,941,109)
(175,922)
147,316
(294,309)
881,298
(3,942,552)
106,397
23,245
(72,730)
(817,710)
13,858
(43,114)
(7,711,615)
(563,535)
99,734
4,800,000
2,794,748
-
(45,071)
(2,671,900)
-
35,652
(5,000)
-
4,444,628
(29,178)
805,133
$ 775,955

(With Deloitte & Touche audits’ report dated February 22, 2022)

(Concluded)

  • 22 -

The Board of Directors and Shareholders Walsin Technology Corporation

Opinion

We have audited the accompanying consolidated financial statements of Walsin Technology Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. 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.

  • 23 -

The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2021 is described as follows:

Revenue Recognition for MLCC Sales

Walsin Technology Corporation’s main source of revenue comes from multi-layer ceramic capacitors (MLCC), ceramic disc capacitors, chip resistors and radio frequency devices.

Due to higher proportion of MLCC’s sales revenue and gross profit margin compared to other sales portfolios and revenue is recognized in accordance with customer orders or contracts, we considered recognition of revenue from sales of MLCC as a key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2021.

The audit procedures that we performed in response to the abovementioned key audit matter included understanding the design and implementation of key internal controls and testing the effectiveness of relevant controls over sales revenue, and selecting samples of revenue items to verify the occurrence of transactions.

Other Matter - Use of Other Auditors

We did not audit the consolidated financial statements of some subsidiaries and investments accounted for using the equity method, which are included in the consolidated financial statements of the Group, but such financial statements were audited by other auditors. Our opinion, insofar as it relates to the amounts and the information disclosed included for some subsidiaries and investments accounted for using the equity method, is based solely on the audit reports of other auditors. As of December 31, 2021, the amount of total assets of these subsidiaries (including investments accounted for using the equity method) was NT$10,161,549 thousand, representing 10.79% of the consolidated total assets; for the year ended December 31, 2021, the amount of combined net operating revenue of these subsidiaries was NT$6,006,450 thousand, representing 14.26% of the consolidated net operating revenue, and the share of loss of associates accounted for using the equity method for the year ended December 31, 2021 was NT$5,867 thousand, representing (0.07)% of the consolidated comprehensive income.

Other Matter - the Parent Company Only Financial Statements

We have also audited the parent company only financial statements of Walsin Technology Corporation as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion with “Other Matter” paragraph.

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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission 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.

  • 24 -

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of 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.

  7. 25 -

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.

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 for the year ended December 31, 2021 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 audits resulting in this independent auditors’ report are Chin-Chuan Shih and Kuo-Tyan Hong.

Deloitte & Touche Taipei, Taiwan Republic of China February 22, 2022

  • 26 -

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at amortized cost - current (Notes 4 and 8)
Notes receivable from unrelated parties (Notes 4 and 9)
Trade receivables from unrelated parties (Notes 4 and 9)
Trade receivables from related parties (Notes 4, 9 and 28)
Finance lease receivable - current (Note 4)
Other receivables from unrelated parties
Other receivables from related parties (Note 28)
Inventories (Notes 4 and 10)
Other current assets
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 12)
Financial assets at amortized cost - non-current (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4 and 14)
Right-of-use assets (Notes 4 and 15)
Investment properties (Notes 4 and 16)
Intangible assets (Notes 4 and 17)
Deferred tax assets (Notes 4 and 23)
Guarantee deposits paid (Note 29)
Finance lease receivables - non-current (Note 4)
Other non-current assets (Notes 4 and 20)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 18)
Short-term bills payable (Note 18)
Notes payable to unrelated parties
Trade payables to unrelated parties
Trade payables to related parties (Note 28)
Payables for equipment (Note 28)
Other payables (Note 28)
Current tax liabilities (Notes 4 and 23)
Lease liabilities - current (Notes 4 and 15)
Current portion of bonds payable (Notes 4 and 19)
Current portion of long-term borrowings (Note 18)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Bonds payable (Notes 4 and 19)
Long-term borrowings (Note 18)
Current tax liabilities - non-current (Notes 4 and 23)
Deferred tax liabilities (Notes 4 and 23)
Lease liabilities - non-current (Notes 4 and 15)
Long-term payables
Deferred revenue - non-current (Note 4)
Net defined benefit liabilities - non-current (Notes 4 and 20)
Guarantee deposits received
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 21)
Share capital
Ordinary shares
Bond conversion entitlement certificates
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Exchange differences on translating foreign operations
Unrealized (loss) gain on financial assets at fair value through other comprehensive income
Treasury shares
Total equity attributable to owners of the Company
NON-CONTROLLING INTERESTS (Note 21)
Total equity
TOTAL
2021
Amount
%
$ 11,261,504
12
1,572,637
2
6,347,388
7
923,996
1
9,916,600
10
62,746
-
27,435
-
526,653
1
12,858
-
9,687,250
10

848,819

1
41,187,886

44
1,440
-
5,899,491
6
3,197,562
3
9,943,014
11
30,449,546
32
1,019,242
1
117,679
-
795,266
1
657,496
1
96,668
-
25,607
-

789,308

1
52,992,319

56
$ 94,180,205
100
$ 5,429,427
6
-
-
368,742
-
4,431,637
5
2,502
-
3,684,849
4
4,742,686
5
1,730,872
2
136,372
-
474,486
1
399,169
-

156,690

-
21,557,432

23
4,654,244
5
12,117,833
13
290,327
-
818,758
1
559,160
1
31,778
-
23,932
-
343,086
-

254,501

-
19,093,619

20
40,651,051

43
4,858,043
5
-
-
3,111,622
3
3,938,069
4
1,096,797
1
29,630,926
32
(2,479,278)
(3)
4,469,043
5

(236,380)

-
44,388,842
47

9,140,312

10
53,529,154

57
$ 94,180,205
100
2020








































Amount
%
$ 11,212,053
14
3,028,393
4
7,381,204
9
560,731
1
10,567,154
13
47,867
-
11,248
-
397,988
-
13,300
-
5,962,754
7

481,277

-
39,663,969

48
12,957
-
4,158,977
5
4,097,671
5
8,779,858
11
23,031,847
28
808,140
1
119,582
-
590,817
1
497,170
1
123,069
-
33,088
-

163,350

-
42,416,526

52
$ 82,080,495
100
$ 6,002,893
7
99,980
-
58,142
-
4,283,826
5
1,765
-
2,686,042
3
4,441,039
6
1,303,404
2
98,177
-
136,396
-
190,687
-

353,031

1
19,655,382

24
5,130,218
6
9,869,946
12
67,501
-
576,794
1
418,028
1
4,007
-
15,790
-
314,154
-

374,481

-
16,770,919

20
36,426,301

44
4,858,000
6
43
-
6,006,342
7
3,286,566
4
1,097,541
2
22,302,162
27
(2,517,167)
(3)
3,586,975
4

-

-
38,620,462
47

7,033,732

9
45,654,194

56
$ 82,080,495
100

(With Deloitte & Touche audits' report dated February 22, 2022)

  • 27 -

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 28 and 35)
COST OF SALES (Notes 10 and 28)
GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Rental income
Dividend income
Other income
Loss on disposal of property, plant and
equipment
Gain (loss) on disposal of investments (Notes 4,
11 and 13)
Gain on financial assets at FVTPL
Other expenses
Foreign exchange loss, net
Interest expense
Share of profit of associates accounted for using
the equity method (Notes 4 and 13)
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 23)
NET PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently
to profit or loss:
2021
Amount
%
$ 42,108,708
100
29,596,325
70
12,512,383
30
1,763,056
4
1,295,098
3
1,054,647

3
4,112,801
10
8,399,582
20
466,667
1
25,031
-
166,007
-
256,758
1
(2,220)
-
229,750
1
127,443
-
(127,041)
-
(7,405)
-
(208,322)
(1)
1,323,664

3
2,250,332

5
10,649,914
25
(1,688,838)
(4)
8,961,076
21
2020



















Amount
%
$ 35,599,249
100
24,356,194
69
11,243,055
31
1,353,707
4
1,112,534
3
863,275

2
3,329,516

9
7,913,539
22
342,441
1
27,130
-
87,482
-
227,326
1
(18,815)
-
(94,681)
-
324,246
1
(88,880)
-
(191,802)
(1)
(185,765)
(1)
692,586

2
1,121,268

3
9,034,807
25
(1,817,162)
(5)
7,217,645
20

(Continued)

28

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Remeasurement of defined benefit plans
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income
Share of the other comprehensive (loss)
income of associates accounted for using
the equity method
Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translating foreign
operations
Share of the other comprehensive (loss)
income of associates accounted for using
the equity method
Other comprehensive income for the year,
net
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
NET PROFIT ATTRIBUTABLE TO:
Owners of the Company
Non-controlling interests
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company
Non-controlling interests
EARNINGS PER SHARE (Notes 4 and 24)
Basic
Diluted
2021
Amount
%
17,958
-
1,712,026
4
(579,027)
(1)
51,027
-
(44,816)

-
1,157,168

3
$ 10,118,244
24
$ 7,931,941
19
1,029,135

2
$ 8,961,076
21
$ 8,917,652
21
1,200,592

3
$ 10,118,244
24
$ 16.35
$ 15.72
2020
















Amount
%
(46,445)
-
925,506
3
12,316
-
(275,795)
(1)
15,170

-
630,752

2
$ 7,848,397
22
$ 6,632,254
18
585,391

2
$ 7,217,645
20
$ 6,992,951
20
855,446

2
$ 7,848,397
22
$ 13.66
$ 13.44


(With Deloitte & Touche audits' report dated February 22, 2022)

(Concluded)

29

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2020
Appropriation of the 2019 earnings (Note 21)
Legal reserve
Cash dividends distributed by the Company
Other changes in capital surplus (Note 21)
Equity component of convertible bonds issued by the Company
Change in capital surplus from associates accounted for using the equity method
Actual disposal of interests in subsidiaries (Note 21)
Disposal of investments accounted for using the equity method (Note 13)
Changes in percentage of ownership interests in subsidiaries
Net profit for the year ended December 31, 2020
Other comprehensive income (loss) for the year ended December 31, 2020
Total comprehensive income (loss) for the year ended December 31, 2020
Convertible bonds converted to ordinary shares
Transfer of treasury shares to employees (Note 21)
Disposals of investments in equity instruments designated as at fair value through
other comprehensive income/associates disposed of the investments in equity
instruments designated as at fair value through other comprehensive income (Note
21)
Non-controlling interests
BALANCE, DECEMBER 31, 2020
Reversal by subsidiaries special reserve appropriated at the first-time adoption of
IFRSs
Appropriation of the 2020 earnings (Note 21)
Legal reserve
Other changes in capital surplus (Note 21)
Change in capital surplus from associates accounted for using the equity method
Issuance of cash dividends from capital surplus
Other changes in capital surplus
Actual acquisition of interests in subsidiaries
Changes in percentage of ownership interests in subsidiaries
Net profit for the year ended December 31, 2021
Other comprehensive income for the year ended December 31, 2021
Total comprehensive income for the year ended December 31, 2021
Convertible bonds converted to ordinary shares
Buy-back of treasury shares (Note 21)
Transfer of treasury shares to employees (Note 21)
Non-controlling interests
Disposals of investments in equity instruments designated as at fair value through
other comprehensive income/associates disposed of the investments in equity
instruments designated as at fair value through other comprehensive income
BALANCE, DECEMBER 31, 2021
Equity Attributable to Owners of the Company Total
Non-controlling
Interests
$ 33,829,062
$ 2,716,095

-
-
(2,671,900 )
-
253,440
-
8,597
-
-
-
47,329
2
9,612
-
6,632,254
585,391

360,697

270,055


6,992,951

855,446

954
-
150,417
-
-
-

-

3,462,189

38,620,462
7,033,732
-
-
-
-
19,050
-
(2,914,830 )
-
55
-
(35,544 )
(100,260 )
(878 )
1,793
7,931,941
1,029,135

985,711

171,457


8,917,652

1,200,592

-
-
(351,616 )
-
134,491
-
-
1,004,455

-

-

$ 44,388,842
$ 9,140,312
Total Equity
$ 36,545,157
-
(2,671,900 )
253,440
8,597
-
47,331
9,612
7,217,645

630,752

7,848,397
954
150,417
-

3,462,189
45,654,194
-
-
19,050
(2,914,830 )
55
(135,804 )
915
8,961,076

1,157,168

10,118,244
-
(351,616 )
134,491
1,004,455

-
$ 53,529,154
Share Capital ond Conversion
Entitlement
Certificates
Capital Surplus
$ -
$ 5,619,231
-
-
-
-
-
253,440
-
8,597
-
(5 )
-
(101 )
-
9,612
-
-

-

-

-

-
43
911
-
114,657
-
-

-

-
43
6,006,342
-
-
-
-
-
24,882
-
(2,914,830 )
-
55
-
(24,397 )
-
315
-
-

-

-

-

-
(43 )
-
-
-
-
19,255
-
-

-

-
$ -
$ 3,111,622
Retained Earnings
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 2,619,557
$ 1,097,541
$ 19,126,043
667,009
-
(667,009 )
-
-
(2,671,900 )
-
-
-
-
-
-
-
-
13
-
-
(50,092 )
-
-
-
-
-
6,632,254

-

-

(30,074)

-

-

6,602,180
-
-
-
-
-
-
-
-
(37,073 )

-

-

-
3,286,566
1,097,541
22,302,162
-
(744 )
744
651,503
-
(651,503 )
-
-
(5,832 )
-
-
-
-
-
-
-
-
(11,147 )
-
-
(1,193 )
-
-
7,931,941

-

-

19,923

-

-

7,951,864
-
-
-
-
-
-
-
-
-
-
-
-

-

-

45,831
$ 3,938,069
$ 1,096,797
$ 29,630,926
Other Equity
Exchange
Differences on
Unrealized Gain (Loss)
on Financial Assets at
Translation of the
Fair Value Through
Financial Statements
of Foreign Operations
Other Comprehensive
Income
Treasury Shares
$ (2,226,191 )
$ 2,770,641
$ (35,760 )

-
-
-
-
-
-
-
-
-
-
-
-
5
(13 )
-
47,430
50,092
-
-
-
-
-
-
-

(338,411)

729,182

-


(338,411)

729,182

-

-
-
-
-
-
35,760
-
37,073
-

-

-

-

(2,517,167 )
3,586,975
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

37,889

927,899

-


37,889

927,899

-

-
-
-
-
-
(351,616 )
-
-
115,236
-
-
-

-

(45,831)

-

$ (2,479,278)
$ 4,469,043
$ (236,380)
Exchange
Differences on
Unr
on
Translation of the
Fa
Financial Statements
of Foreign Operations
Oth
$ (2,226,191 )

-
-
-
-
5
47,430
-
-

(338,411)


(338,411)

-
-
-

-

(2,517,167 )
-
-
-
-
-
-
-
-

37,889


37,889

-
-
-
-

-

$ (2,479,278)
Shares
(In Thousands)
485,800

-
-
-
-
-
-
-
-

-


-

4
-
-

-

485,804
-
-
-
-
-
-
-
-

-


-

-
-
-
-

-


485,804
B
Share Capital
$ 4,858,000

-
-
-
-
-
-
-
-

-


-

-
-
-

-

4,858,000
-
-
-
-
-
-
-
-

-


-

43
-
-
-

-

$ 4,858,043







(With Deloitte & Touche audits' report dated February 22, 2022)

30

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Expected credit loss recognized on trade receivables
Depreciation expense
Amortization expense
Interest expense
Other non-cash items
Interest income
Dividend income
Share of profit of associates accounted for using the equity method
Loss on disposal of property, plant and equipment
Property, plant and equipment transferred to expense
Loss on disposal of intangible assets
Net gain on financial assets at FVTPL
(Gain) loss on disposal of investments
Impairment loss (gain) recognized on property, plant and
equipments
Realized gain on transactions with associates
Net gain on foreign currency exchange
Write-downs of inventories
Compensation cost of employee share options
Gain on modification of lease
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through
profit or loss
Notes receivable from unrelated parties
Trade receivables from unrelated parties
Trade receivables from related parties
Other receivables from unrelated parties
Other receivables from related parties
Inventories
Other current assets
Other non-current assets
Notes payable to unrelated parties
Trade payables to unrelated parties
Trade payables to related parties
Other payables
Other current liabilities
Other non-current liabilities

Cash generated from operations
Interest received
Dividend received
Interest paid
Income tax paid
2021
$ 10,649,914

821
4,535,596
103,308
208,322
(154,643)
(466,667)
(166,007)
(1,323,664)
2,220
-
5,026
(127,443)
(229,750)
52,257
-
(89,998)
212,063
19,602
(378)
1,329,469
(319,559)
1,732,182
(14,879)
4,231
442
(3,572,979)
(338,761)
(91,036)
212,411
54,038
737
15,857
(219,604)

(13,827)

12,009,301
342,274
454,242
(140,236)

(1,284,793)
2020
$ 9,034,807
2,972
3,421,757
64,130
185,765
(52,009)
(342,441)
(87,482)
(692,586)
18,815
448
100
(324,246)
94,681
(10,754)
(43,187)
(35,944)
95,679
114,765
(594)
3,115,179
(228,548)
(2,309,411)
363,295
(80,558)
17,622
(1,054,808)
(177,855)
(90,903)
(2,970)
1,456,458
(289,205)
737,076
(109,790)

(17,330)
12,772,928
188,782
274,613
(133,171)

(1,009,384)

(Continued)

31

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other
comprehensive income
Proceeds from financial assets at fair value through other
comprehensive income
Proceeds from capital return of financial assets at fair value
through other comprehensive income
Proceeds from (purchase of) financial assets at amortized cost -
current
Acquisition of associates

Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Decrease in guarantee deposits paid
Payments for intangible assets
Net cash inflow on acquisition of subsidiaries (Note 25)
Decrease in finance lease receivables

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
(Decrease) increase in short-term bills payable
Proceeds from issuance of bonds payable
Repayment of bonds payable
Increase in long-term borrowings
Repayment of the principal portion of lease liabilities
Cash dividends

(Decrease) increase in guarantee deposits received
Payments for buy-back of ordinary shares
Proceeds from transfer of treasury shares to employees
Changes in non-controlling interests
Payments for transaction costs attributable to the issue of bonds
Other financing activities

Net cash (used in) generated from financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
2021
11,380,788

(76,365)
42,758
6,493
1,933,925

(1,490,551)
(10,208,097)

18,196
44,628
(25,087)
413,355
8,172

(9,332,573)

(562,863)

(99,980)
-
(130,955)
2,488,904
(140,692)
(2,914,858)

(119,980)
(351,616)
114,889
(477,400)
-
55

(2,194,496)


195,732

49,451

11,212,053
2020
12,093,768
(797,220)
190,581
2,147
(8,202,691)
(407,766)
(5,614,676)
47,975
52,480
(83,309)
1,593,747
10,988
(13,207,744)
(1,001,235)
99,734
4,800,000
(141,658)
4,094,397
(111,468)
(2,671,900)
26,312
-
35,652
(214,641)
(5,000)
-
4,910,193

(211,784)
3,584,433

7,627,620

32

$ 11,261,504

$ 11,212,053

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

(With Deloitte & Touche audits' report dated February 22, 2022)

(Concluded)

33

[Attachment 3]

Audit Committee’s Review Report

To: The 2022 Annual General Shareholders’ Meeting of Walsin Technology Corporation

The Board of Directors has prepared the Company’s 2021 Business Report, Financial Statements, and proposal for allocation of earnings. The Financial Statements had been audited by Deloitte & Touche Certified Public Accountants, Chin-Chuan Shih and Kuo-Tyan Hong and has issued an audit report.

The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Walsin Technology Corporation. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

Walsin Technology Corporation Chairman of the Audit Committee : Fan Po-Kang

May 5, 2022

34

[Attachment 4]

Walsin Technology Corporation

Shareholding of Directors

Apr. 17, 2022

Apr. 17, 2022
Name Name Shareholding (shares) Ratio to all shares
outstanding (%)
Chairman of the
Board
Chiao Yu-Heng 12,887,461 2.65%
Director Walsin Lihwa corporation
Representative: Chiao Yu-Cheng
88,902,325 18.30%
Director Yeh Pei-Chen 0 0
Director Lee Chia-Hwa 0 0
Director HannStar Board Corporation
representative:Shu Yao-Hsien
36,767,115 7.57%
Director Ku Li-Chin 708,293 0.15%
Independent
Director
Tan Yong Chian 358 0
Independent
Director
Fan Po-Kang 0 0
Independent
Director
Francis Chi 0 0
Number of Shares Held byAll Directors 139,265,552 28.67%

Note: As of the book closure date(2022.04.17) for the 2022 Annual Shareholders' Meeting, the

Company had issued 485,804,299 shares (including treasury stocks 1,000,000 shares) of common stock.

35

[Attachment 5]

16[th] Plan of Transferring the Repurchased Shares to the Employees

Revised on May 03, 2022

  • Article 1. For the purpose of encouraging our employees and creating cohesion among the employees, the Company hereby, pursuant to Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies issued by Financial Supervisory Commission R.O.C., establishes the Plan of Transferring the Repurchased Shares to the Employees (the “Plan”). Except as otherwise provided in relevant laws or regulations, all share repurchased and transferred to the employees of the Company shall be implemented in compliance with the Plan.

  • Article 2 Type of shares to be transferred, and content of and the restrictions on the rights

The shares to be transferred to the employees are common shares. Except as otherwise provided in relevant laws or regulations or in this Plan, the rights and obligations embedded thereon are the same with other common shares of the Company.

  • Article 3 Transfer period

In accordance with the provisions herein, transfer the repurchased shares to employees in one time or several times within 5 years from the date of share-repurchase.

  • Article 4 Transferee’s eligibility

The transferees of this method are based on the principle that the full-time employees of the company and the full-time employees of the company's domestic and overseas subsidiaries who took up the job before the stock subscription date.

  • In addition, the employee’s subscription ratio and number of shares are determined based on their job title, salary, years of service, performance, and their contribution to the company, and take into account the total number of shares purchased by the company at the base date of subscription and the number of shares subscribed by a single employee. And factors such as the upper limit of the number of shares subscribed by a single employee are principles.

The qualifications of the transferee in the preceding paragraph and the number of shares that can be subscribed will be in accordance with the relevant laws and regulations at the time of the transfer, and in consideration of the company's operational needs and business development strategies and guidelines. The human resources department will draw up a proposal in accordance with the preceding principles to meet the rules of Compensation Committee Organization. Managers with standardized organizational procedures of the Compensation Committee shall submit them to the Compensation Committee for review and approval by the board of directors, non-managers are reviewed by the Audit Committee and approved by the Board of Directors.

The domestic and overseas subsidiaries mentioned in Paragraph 1 refer to the subsidiaries in which the company directly or indirectly holds more than 50% of the voting shares of the same invested company.

Article 5 The procedure of the Plan

  • (1)In accordance with the resolution of the Board, the Company shall make the announcements,filings and repurchase the shares of the Company within the execution period.

  • (2)Regarding the employee’s stock subscription base date, the criteria for the number of shares to be subscribed, the subscription payment period, the content of rights

36

and other operational matters, the human resources department of the company shall make a proposal except for the qualifications of the transferee and the number of shares to be subscribed in accordance with Article 4, the remainder shall be approved by the board of directors.

(3)If the employee fails to subscribe and make the payment at the expiration of the payment period, it shall be handled in accordance with the provisions of the preceding paragraph. (4)Count the actual number of shares being paid for subscription and process the registration of the transfer of shares. Article 6 The agreed transfer price per share For the repurchase shares being transferred to the employees, the transfer price is the actual average repurchase price of the repurchased shares . However, before the transfer, if there is an increase or decrease in the company's issued ordinary shares, the transfer price may be adjusted within the range of the increase or decrease ratio of the issued shares. Transfer price adjustment formula: The adjusted conversion price = the average price actually repurchased x (the total number of ordinary shares at the time the company's repurchased shares are executed ÷ the total number of ordinary shares before the company transfers the repurchased shares to employees) Article 7 Rights and obligations of shares after transfer After the repurchased shares have been transferred and registered under employees’ names on the Company's Shareholders' Rosters, unless otherwise specified, the rights and obligations associated with the shares are the same as the other common shares Article 8. Other related rights and obligations of the Company and employee For the shares transferred according to the Plan, the taxes and fees incurred shall be handled in accordance with the laws and regulations at the time of the transfer and the company's related operations. Article 9. These measures will become effective after the resolution of the board of directors. In the future, if there are changes due to changes in laws or regulations or changes approved by the competent authority or changes based on the objective environment, they may be reported to the board of directors for revision. Article 10. These measures were established on March 25, 2021, and were first revised on May 3, 2022.

37

17[th] Plan of Transferring the Repurchased Shares to the Employees

Revised on May 03, 2022

  • Article 1. For the purpose of encouraging our employees and creating cohesion among the employees, the Company hereby, pursuant to Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies issued by Financial Supervisory Commission R.O.C., establishes the Plan of Transferring the Repurchased Shares to the Employees (the “Plan”). Except as otherwise provided in relevant laws or regulations, all share repurchased and transferred to the employees of the Company shall be implemented in compliance with the Plan.

  • Article 2 Type of shares to be transferred, and content of and the restrictions on the rights

  • The shares to be transferred to the employees are common shares. Except as otherwise provided in relevant laws or regulations or in this Plan, the rights and obligations embedded thereon are the same with other common shares of the Company.

  • Article 3 Transfer period

In accordance with the provisions herein, transfer the repurchased shares to employees in one time or several times within 5 years from the date of share-repurchase.

  • Article 4 Transferee’s eligibility

  • The transferees of this method are based on the principle that the full-time employees of the company and the full-time employees of the company's domestic and overseas subsidiaries who took up the job before the stock subscription date. In addition, the employee’s subscription ratio and number of shares are determined based on their job title, salary, years of service, performance, and their contribution to the company, and take into account the total number of shares purchased by the company at the base date of subscription and the number of shares subscribed by a single employee. And factors such as the upper limit of the number of shares subscribed by a single employee are principles.

  • The qualifications of the transferee in the preceding paragraph and the number of shares that can be subscribed will be in accordance with the relevant laws and regulations at the time of the transfer, and in consideration of the company's operational needs and business development strategies and guidelines. The human resources department will draw up a proposal in accordance with the preceding principles to meet the rules of Compensation Committee Organization. Managers with standardized organizational procedures of the Compensation Committee shall submit them to the Compensation Committee for review and approval by the board of directors, non-managers are reviewed by the Audit Committee and approved by the Board of Directors.

The domestic and overseas subsidiaries mentioned in Paragraph 1 refer to the subsidiaries in which the company directly or indirectly holds more than 50% of the voting shares of the same invested company.

  • Article 5 The procedure of the Plan

  • (1)In accordance with the resolution of the Board, the Company shall make the announcements,filings and repurchase the shares of the Company within the execution period.

  • (2)Regarding the employee’s stock subscription base date, the criteria for the number of shares to be subscribed, the subscription payment period, the content of rights

38

and other operational matters, the human resources department of the company shall make a proposal, except for the qualifications of the transferee and the number of shares to be subscribed in accordance with Article 4, the remainder shall be approved by the board of directors.

  • (3)If the employee fails to subscribe and make the payment at the expiration of the payment period, it shall be deemed as a waiver of his/her subscription right. The balance of the under-subscription shall be handled in accordance with the provisions of the preceding paragraph.

  • (4)Count the actual number of shares being paid for subscription and process the registration of the transfer of shares.

Article 6 The agreed transfer price per share

For the repurchase shares being transferred to the employees, the transfer price is the actual average repurchase price of the repurchased shares . However, before the transfer, if there is an increase or decrease in the company's issued ordinary shares, the transfer price may be adjusted within the range of the increase or decrease ratio of the issued shares.

Transfer price adjustment formula:

The adjusted conversion price = the average price actually repurchased x (the total number of ordinary shares at the time the company's repurchased shares are executed ÷ the total number of ordinary shares before the company transfers the repurchased shares to employees)

Article 7 Rights and obligations of shares after transfer

After the repurchased shares have been transferred and registered under employees’ names on the Company's Shareholders' Rosters, unless otherwise specified, the rights and obligations associated with the shares are the same as the other common shares Article 8. Other related rights and obligations of the Company and employee For the shares transferred according to the Plan, the taxes and fees incurred shall be handled in accordance with the laws and regulations at the time of the transfer and the company's related operations.

Article 9. These measures will become effective after the resolution of the board of directors. In the future, if there are changes due to changes in laws or regulations or changes approved by the competent authority or changes based on the objective environment, they may be reported to the board of directors for revision.

Article 10. The enactment and any amendment of the Plan shall be reported to the shareholders’ meeting.

Article 11. These measures were established on May 03, 2021, and were first revised on May 3, 2022.

39

Walsin Technology Corporation Implementation Status of Repurchasing Company's Stock

Date:2022/04/30

p
p
g py
Date:2022/04/30
Number of Times 16th 17th
Board of Directors
Resolution date:
Mar. 25, 2021
The 16thmeeting of the 15thBoard
of Directors
May 03, 2021
The 17thmeeting of the 15thBoard
of Directors
Purpose of
Repurchase
Shares Transferred to Employees Shares Transferred to Employees
Expected number of
shares
bought back
Common stock 600,000 shares Common stock 400,000 shares
Repurchase price
range
NT$240 to NT$252 per share NT$230 to NT$252 per share
Autual Repurchase
Period
Mar.26, 2021 to Apr. 01, 2021 May 04, 2021 to June 15, 2021
Actual number of
shares
bought back
Common stock 600,000 shares Common stock 400,000 shares
Autual total amount
of shares bought back
NT$151,104,443 NT$85,275,824
Average repurchase
price per share
NT$251.84 NT$213.19
Number of shares
transferred to
employees
Not yet transferred Not yet transferred
Note none none

40

[Attachment 6]

Walsin Technology Corporation
Comparison Table of Amended Articles of Articles of Incorporation
Walsin Technology Corporation
Comparison Table of Amended Articles of Articles of Incorporation
Rule No. Before Amendment After Amendment Explanation
13 The convening of regular and
special meetings of shareholders
shall be governed by the Company
Act and the meeting proceedings
shall be governed by the
Company’s rules and procedures
governing Shareholders’ meetings.
The convening of regular and
special meetings of shareholders
shall be governed by the
Company Act and the meeting
proceedings shall be governed by
the Company’s rules and
procedures governing
Shareholders’ meetings.
When the company's
shareholders'meeting is held, it
may be held by video conference
or other methods announced by
the central competent authority.
To add the
method of
convening a
meeting may be
revised in
accordance with
the provisions
of the Company
Law.
18 (Omission)
Regardless of the company's
earnings, the company is entitled
to a fixed remuneration, and the
number of authorized directors
shall, in accordance with the
recommendations of the
Remuneration Commission, have
regard to the degree of
participation of the company and
the value of the salary, and shall, in
the light of domestic and foreign
standards, set it within the
maximum salary standard
stipulated in the salary Review Law
of the Company.


(Omission)
Regardless of the company's
earnings, the company is entitled
to a fixed remuneration, and the
number of authorized directors
shall, in accordance with the
recommendations of the
Remuneration Commission, have
regard to the degree of
participation of the company and
the value of the salary, and shall,
in the light of domestic and
foreign standardsto decided.~~, set~~
~~it within the maximum salary~~
~~standard stipulated in the salary~~
~~Review Law of the Company.~~
Revised
according to the
facts of the
company.
34 The Articles of Association was
established on July 6, 1970, The
1st amendment was made on May.
28, 1971…………The 43th
amendment was made on Jun. 19,
2019. Effective after the resolution
of the shareholders meeting, the
amendment is also the same.


The Articles of Association was
established on July 6, 1970, The
1st amendment was made on
May. 28, 1971…………The 43th
amendment was made on Jun. 19,
2019.The 44th amendment was
made on Jun. 15, 2022.Effective
after the resolution of the
shareholders meeting, the
amendment is also the same.

Add the date of
revision.

41

[Attachment 7]

[Attachment 7] [Attachment 7] [Attachment 7] [Attachment 7]
Walsin Technology Corporation
Comparison Table for Amendments to the Rules of Procedures for Shareholders' meetings
Rule No. Before Amendment After Amendment Explanation
1. The rules of procedures for this
Corporation's shareholders
meetings, except as otherwise
provided by law, regulation, or
the articles of incorporation, shall
be as provided in these Rules.
The rules of procedures for this
Corporation's shareholders
meetings(including physical
shareholders meeting and video
shareholder meeting) ~~except as~~
~~otherwise provided by law,~~
~~regulation, or the articles of~~
~~incorporation, shall be as~~
~~provided in these Rules. ~~should be
handled in accordance with these

Revised
according to the”
Sample Template
for XXX Co., Ltd.
Rules of
Procedure for
Shareholders
Meetings”
rules. Matters not stipulated in
these rules should be handled in
accordance with relevant laws
and regulations and the
company's articles of association.
~~18~~ Matters not stipulated in these
Rules shall be handled in
accordance with the " Rules
Governing the Conduct of
Shareholders Meetings by Public
Companies " promulgated by the
Securities and Futures
Commission of the Ministry of
Finance, the Company Law, and
the Articles of Association of the
Company.
~~Matters not stipulated in these~~
~~Rules shall be handled in~~
~~accordance with the " Rules~~
~~Governing the Conduct of~~
~~Shareholders Meetings by Public~~
~~Companies " promulgated by the~~
~~Securities and Futures~~
~~Commission of the Ministry of~~
~~Finance, the Company Law, and~~
~~the Articles of Association of the~~
~~Company.~~
The content of
this article has
been merged
with the rule
no.1, deleted.
~~191~~8 These Rules shall take effect after
having been submitted to and
approved by a shareholders
meeting. Subsequent
amendments thereto shall be
effected in the same manner.
These Rules shall take effect after
having been submitted to and
approved by a shareholders
meeting. Subsequent
amendments thereto shall be
effected in the same manner.
Adjustment the
number.

42

[Attachment 8]

[Attachment 8] [Attachment 8] [Attachment 8] [Attachment 8]
Walsin Technology Corporation
Comparison Table of Amended Articles of Procedures for Acquisition and Disposal of Assets
Rule No. Before Amendment After Amendment Explanation
Five:
Disposition
Procedures
A. Acquisition or Disposal of
Assets
Any acquisition or disposal of
assets within the scope of this
procedure…. It shall be handled in
accordance with the provisions of
this procedure.
1. If the transaction amount
reaches the following standards, it
shall be made after the resolution
of the board of directors
(1)~(4)(Omission)
(5) Where equipment assets
thereof for business use are
acquired or disposed of,and
where land is acquired under an
arrangement on engaging others
to build on the company's own
land, engaging others to build on
rented land, joint construction
and allocation of housing units,
joint construction and allocation
of ownership percentages, or joint
construction and separate sale,
and furthermore the transaction
counterparty is not a related
party, and the amount the
company expects to invest in the
transaction reaches NT$500
million.
2.(Omission)
3.If the criteria in Procedure 1 are
met, an objective, impartial and
detached expert shall be
appointed to issue a report
according to the type of asset and
in accordance with the following
provisions:
A.In acquiring or disposing of real



A. Acquisition or Disposal of
Assets
Any acquisition or disposal of
assets within the scope of this
procedure…. It shall be handled in
accordance with the provisions of
this procedure.
1. If the transaction amount
reaches the following standards, it
shall be made after the resolution
of the board of directors
(1)~(4)(Omission)
(5) Where equipmentor
right-of-use assets thereof for
business use are acquired or
disposed of,and where land is
acquired under an arrangement
on engaging others to build on the
company's own land, engaging
others to build on rented land,
joint construction and allocation
of housing units, joint
construction and allocation of
ownership percentages, or joint
construction and separate sale,
and furthermore the transaction
counterparty is not a related
party, and the amount the
company expects to invest in the
every transaction or accumulate
reaches NT$500 million.
2.(Omission)
3.If the criteria in Procedure 1 are
met, an objective, impartial and
detached expert shall be
appointed to issue a report
according to the type of asset and
in accordance with the following
provisions:



Amended
according to the
company
operation needs
and ”
Regulations
Governing the
Acquisition and
Disposal of
Assets by Public
Companies”

43

property, equipment, or
right-of-use assets thereof where
the transaction amount reaches
20 percent of the company's
paid-in capital or NT$300 million
or more, the company, unless
transacting with a domestic
government agency, engaging
others to build on its own land,
engaging others to build on
rented land, or acquiring or
disposing of equipment or
right-of-use assets thereof held
for business use, shall obtain an
appraisal report prior to the date
of occurrence of the event from a
professional appraiser and shall
further comply with the following
provisions.
1~2(Omission)
3Where any one of the following
circumstances applies with
respect to the professional
appraiser's appraisal results,
unless all the appraisal results for
the assets to be acquired are
higher than the transaction
amount, or all the appraisal
results for the assets to be
disposed of are lower than the
transaction amount, a certified
public accountant shall be
engaged to perform the appraisal
in accordance with the provisions
of Statement of Auditing
Standards No. 20 published by the
ROC Accounting Research and
Development Foundation (ARDF)
and render a specific opinion
regarding the reason for the
discrepancy and the
appropriateness of the
transaction price:(Omission)
B.Acuiring or disposing of

A.In acquiring or disposing of real
property, equipment, or
right-of-use assets thereof where
the transaction amount reaches
20 percent of the company's
paid-in capital or NT$300 million
or more, the company, unless
transacting with a domestic
government agency, engaging
others to build on its own land,
engaging others to build on
rented land, or acquiring or
disposing of equipment or
right-of-use assets thereof held
for business use, shall obtain an
appraisal report prior to the date
of occurrence of the event from a
professional appraiser and shall
further comply with the following
provisions.
1~2(Omission)
3Where any one of the following
circumstances applies with
respect to the professional
appraiser's appraisal results,
unless all the appraisal results for
the assets to be acquired are
higher than the transaction
amount, or all the appraisal
results for the assets to be
disposed of are lower than the
transaction amount, a certified
public accountant shall be
engaged to perform the appraisal
~~in accordance with the rovisions~~


~~p~~
~~of Statement of Auditing~~
~~Standards No 20 ublished b the~~
~~. p y~~
~~ROC Accounting Research and~~
~~Development Foundation (ARDF)~~
and render a specific opinion
regarding the reason for the
discrepancy and the
appropriateness of the
transaction price:(Omission)

44

securities shall, prior to the date
of occurrence of the event, obtain
financial statements of the issuing
company for the most recent
period, certified or reviewed by a
certified public accountant, for
reference in appraising the
transaction price, and if the dollar
amount of the transaction is 20
percent of the company's paid-in
capital or NT$300 million or more,
the company shall additionally
engage a certified public
accountant prior to the date of
occurrence of the event to
provide an opinion regarding the
reasonableness of the transaction
price. If the CPA needs to use the
report of an expert as evidence,
the CPA shall do so in accordance
with the provisions of Statement
of Auditing Standards No. 20
published by the ARDF.(Omission)
C. Where company acquires or
disposes of intangible assets or
right-of-use assets thereof or
memberships and the transaction
amount reaches 20 percent or
more of paid-in capital or NT$300
million or more, except in
transactions with a domestic
government agency, the company
shall engage a certified public
accountant prior to the date of
occurrence of the event to render
an opinion on the reasonableness
of the transaction price; the CPA
shall comply with the provisions
of Statement of Auditing
Standards No. 20 published by the
ARDF.(Omission)




B.Acuiring or disposing of
securities shall, prior to the date
of occurrence of the event, obtain
financial statements of the issuing
company for the most recent
period, certified or reviewed by a
certified public accountant, for
reference in appraising the
transaction price, and if the dollar
amount of the transaction is 20
percent of the company's paid-in
capital or NT$300 million or more,
the company shall additionally
engage a certified public
accountant prior to the date of
occurrence of the event to
provide an opinion regarding the
reasonableness of the transaction
price.~~If the CPA needs to use the~~
~~report of an expert as evidence,~~
~~the CPA shall do so in accordance~~
~~with the provisions of Statement~~
~~of Auditing Standards No. 20~~
~~published by the ARDF.(~~Omission)
C. Where company acquires or
disposes of intangible assets or
right-of-use assets thereof or
memberships and the transaction
amount reaches 20 percent or
more of paid-in capital or NT$300
million or more, except in
transactions with a domestic
government agency, the company
shall engage a certified public
accountant prior to the date of
occurrence of the event to render
an opinion on the reasonableness
of the transaction price~~; the CPA~~
~~shall comply with the provisions~~
~~of Statement of Auditing~~
~~Standards No 20 ublished b the~~



~~. p y~~
~~ARDF~~.(Omission)
Five:
Disposition
B. Related Party Transactions
(A)(Omission)
B. Related Party Transactions
(A)(Omission)
Amended
according to the”

45

Procedures (B)(Omission)
1~7(Omission)
The calculation of the transaction
amounts referred to in the
preceding paragraph shall be
made in accordance with
acquires or disposes assets from
related party, and "within the
preceding year" as used herein
refers to the year preceding the
date of occurrence of the current
transaction. Items that have been
approved by the board of
directors and recognized by the
supervisors need not be counted
toward the transaction amount.
(Omission)
(B)(Omission)
1~7(Omission)
~~The calculation of the transaction~~
~~amounts referred to in the~~
~~preceding paragraph shall be~~
~~made in accordance with~~
~~acuires or disoses assets from~~

Regulations
Governing the
Acquisition and
Disposal of
Assets by Public
Companies”
~~q p~~
~~related party, and "within the~~
~~preceding year" as used herein~~
~~refers to the year preceding the~~
~~date of occurrence of the current~~
~~transaction Items that have been~~
~~.~~
~~approved by the board of~~
~~directors and recognized by the~~
~~supervisors need not be counted~~
~~toward the transaction amount.~~
(Omission)
The calculation of the transaction
amounts referred to in the first
paragraph and preceding
paragraph shall be made in
accordance with acquires or
disposes assets from related
party, and"within the preceding
year"as used herein refers to the
year preceding the date of
occurrence of the current
transaction. Items that have been
approved by,the audit
committee ,board of directors、
the shareholder meeting need not

be counted toward the
transaction amount.
Six: Public
Disclosure of
Information
(A) Under any of the following
circumstances, when company
acquiring or disposing of assets
shall publicly announce and
report the relevant information
on the FSC's designated website
in the appropriate format as
prescribed by regulations within 2
days counting inclusively from the
date of occurrence of the event:
(1)~(5)(Omission)
(A) Under any of the following
circumstances, when company
acquiring or disposing of assets
shall publicly announce and
report the relevant information
on the FSC's designated website
in the appropriate format as
prescribed by regulations within 2
days counting inclusively from the
date of occurrence of the event:
(1)~(5)(Omission)
Amended
according to the”
Regulations
Governing the
Acquisition and
Disposal of
Assets by Public
Companies”

46

(6). Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: A. Trading of domestic government bonds. B. Where done by professional investors—securities trading on securities exchanges or OTC markets, or buy ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. C. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

(6). Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: A. Trading of domestic government bonds or foreign public bonds with a credit rating not lower than my country's sovereign rating.

B. Where done by professional investors—securities trading on securities exchanges or OTC markets, or buy foreign public bonds or ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or to purchase or sell back index investment securities,or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. C. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust

47

enterprises.
Seven:
Precautions
(A)Professional appraisers and
their officers, certified public
accounts, attorneys, and
securities underwriters that
provide company with appraisal
reports, certified public
accountant's opinions, attorney's
opinions, or underwriter's
opinions shall meet the following
requirements:
(Omission)
When issuing an appraisal report
or opinion, the personnel referred
to in the preceding paragraph
shall comply with the following:
1. Prior to accepting a case, they
shall prudently assess their own
professional capabilities, practical
experience, and independence.
2.When examining a case, they
shall appropriately plan and
execute adequate working
procedures, in order to produce a
conclusion and use the conclusion
as the basis for issuing the report
or opinion. The related working
procedures, data collected, and
conclusion shall be fully and
accurately specified in the case
working papers.
3.They shall undertake an
item-by-item evaluation of the
comprehensiveness, accuracy,
and reasonableness of the
sources of data used, the
parameters, and the information,
as the basis for issuance of the
appraisal report or the opinion.
4.They shall issue a statement
attesting to the professional
competence and independence of
the personnel who prepared the



(A)Professional appraisers and
their officers, certified public
accounts, attorneys, and
securities underwriters that
provide company with appraisal
reports, certified public
accountant's opinions, attorney's
opinions, or underwriter's
opinions shall meet the following
requirements:
(Omission)
When issuing an appraisal report
or opinion, the personnel referred
to in the preceding paragraph
shall comply with the
self-discipline regulations of their
respective trade associations and
the followingmatters:
1. Prior to accepting a case, they
shall prudently assess their own
professional capabilities, practical
experience, and independence.
2.When~~examiningi~~nvestigatea
case, they shall appropriately plan
and execute adequate working
procedures, in order to produce a
conclusion and use the conclusion
as the basis for issuing the report
or opinion. The related working
procedures, data collected, and
conclusion shall be fully and
accurately specified in the case
working papers.
3.They shall undertake an
item-by-item evaluation of the
~~comprehensiveness, accuracy,~~
appropriateness and
reasonableness of the sources of
data used, the parameters, and
the information, as the basis for
issuance of the appraisal report or
the opinion.




Amended
according to the”
Regulations
Governing the
Acquisition and
Disposal of
Assets by Public
Companies”

48

report or opinion, and that they
have evaluated and found that
the information used is
reasonable and accurate, and that
they have complied with
applicable laws and regulations.

4.They shall issue a statement
attesting to the professional
competence and independence of
the personnel who prepared the
report or opinion, and that they
have evaluated and found that
the information used is
reasonable andappropriateness
s~~accurate,~~and that they have
complied with applicable laws and
regulations.

49

[Attachment 9]

Walsin Technology Corporation Candidate List of the Company’s Directors and Independent Directors

Serial
No.

Type of
Nominee
Name of
Nominee
Gender
Education
Experience Current position
Number of Shares
Held
(Unit: Shares)
1 Director Chiao Yu-Heng Male Golden Gate
University MBA
Vice Chairman , Walsin Lihwa
Corp
Chairman and CEO:
HannStar Board Corp, Global Brands
Manufacture Ltd., Walton Advanced
Engineering, Inc, Prosperity Dielectrics
Co.
Chairman and Chief CEO:INFO-TEK Corp.
Director:
Walsin Lihwa Corp., Nitsuko Electronics
Corp., Kamaya Electric Limited.
Corporation's Representative as director
and Vice Chairman:
Career Technology (MFG.) Co., Ltd.
Corporation's Representative as director:
Inpaq Technology Co., Ltd.
Chairman: Silitech TechnologyCorp.
12,887,461
2 Director Representative of
Walsin Lihwa
Corporation:
Chia Yu-Cheng
Male University of
Washington
Masters of
Electrical
Engineer and
Business
Administration
Chairman, Nuvoton
Technology Corp.
Chairman, Walsin Lihwa
Corp.
Chairman and CEO:
Winbond Electronics Corp.
Director:
Winbond Electronics Corporation
America、Walsin Lihwa Corp.
Nuvoton Technology Corp. Walsin
TechnologyCorp, United Industrial Gases
88,902,325
  • 50 -
Serial
No.

Type of
Nominee
Name of
Nominee
Gender
Education
Experience Current position
Number of Shares
Held
(Unit: Shares)
Co., Ltd, Song Yong Investment
Corporation, Peaceful River Corp.
Winbond International Corp.
Independent director:Taiwan Cement
Corp.
3 Director Yeh Pei-Chen Male Minghsin
University of
Science and
Technology
Engineer of Industrial
Technology Research
Institute
Chairman: Giga-Byte Technology Co.,
Ltd, Giga-Byte Communications Inc, Giga
Investment Co.
Corporation's Representative as director:
BYTE International Co., Ltd, G-STYLE Ltd.,
Shun On Electronic Co., Limited, Spirox
Corporation etc.
0
4 Director Representative of
Oliver Co.,
Ltd.:Chu Yeu-Yuh
Male Master of
Business.
Administration,
National Taipei
University of
Science and
Technology
Manager of a foreign branch
of Walsin Lihwa Corp.,
general manager of Walsin
Technology Corp. and Global
Brands Manufacture Ltd.
Director : HannStar Board Corporation;
Corporation's representative as Director:
Global Brands Manufacture Ltd.
133,000
5 Independent
Director

Fan Po-Kang
Male Department of
Accounting,
University of
California
Manager of Walsin Lihwa
Corp.
Director of Walsin Color
Corpo. Director of
Hannstouch Solution
Incorporated
Chairman of Chaintech
TechnologyCorp.
Independent director:Walsin Technology
Corp., Prosperity Dielectrics Co.
0
  • 51 -
Serial
No.

Type of
Nominee
Name of
Nominee
Gender
Education
Experience Current position
Number of Shares
Held
(Unit: Shares)
Supervisor ofGlobal Brands
Manufacture Ltd.
6 Independent
Director

Tan Yong Chian
Male Department of
Civil
Engineering,
Seattle
University
Director of Hannstar Display
Corp., Global Brands
Manufacture Ltd.
Chairman ofBeijing New
World Bio-Technology
Co.,Ltd
President ofDongguan
Hannstar Electronics Co., Ltd.
President : Moxiq Object Sdn. Bhd.(
Malaysia)
Independent director and member of
Compensation Committee: Walsin
Technology Corp. , Prosperity Dielectrics
Co.
358
7 Independent
Director

NG Chlen Chun
Female Department of
Accounting,
University of
Washington
Director Of Accenture
Solutions Sdn Bhd, Kuala
Lumpur, Malaysia
Financial and operations
management at Accenture
Consultant Of Deloitte Consulting, Kuala
Lumpur, Malaysia
Director :Infoguide Sdn Bhd Kuala
Lumpur Malaysia
0
  • 52 -

[Attachment 10]

Walsin Technology Corporation

Explanations of involvement of directors or their related persons in the field of the Company's business

(1)Director: Mr. Chiao Yu-Heng

Names of Other Companies Where Title
directors Serves
HannStar Board Corp. Chairman and CEO
Walton Advanced Engineering, Inc. Chairman and CEO
ProsperityDielectrics Co., Ltd Chairman and CEO
INFO-TEK Corp. Chairman and Chief CEO
Nitsuko Electronics Corp. Director
Kamaya Electric Limited Director
Silitech Technology Corp. Chairman
Inpaq Technology Co., Ltd. Corporation's Representative as director
Ghpw Enterprise Corp. (CQ) Ltd. Corporation's Representative as director
Career Technology (MFG.) Co., Ltd. Corporation's Representative as director and
Vice Chairman

(2)Director:Walsin Liwha Corporation

Names of Other Companies Where Title
directors Serves
Walton Advanced Engineering, Inc. Director
Winbond Electronics Corp. Director
Walsin Info-Electric Inc Director
Min Maw Precision Industry Corp Director
Kuang Tai Metal Industrial Co Director
Hannstar Display Corp. Director

(2-1) Director:Representative of Walsin Lihwa Corporation- Mr. Chiao Yu-Cheng

Names of Other Companies Where
Title
directors Serves
Winbond Electronics Corporation Chairman and CEO
Winbond Electronics Corporation America Director

53

(3)Director: Mr. Yeh Pei-Chen

Names of Other Companies Where
Title
directors Serves
GIGA-BYTE TECHNOLOGY CO., LTD Chairman
BYTE International Co., Ltd Corporation's Representative as director
G-STYLE Ltd Corporation's Representative as director
GIGA-BYTE Communications Inc Chairman
ALBATRON Technology Co., Ltd Director
SHUN ON Electronic Co., Limited Corporation's Representative as director
SPIROX Corporation Corporation's Representative as director

(4)Director:Representative of Oliver Co., Ltd.- Mr.Chu Yeu-Yuh

Names of Other Companies Where
Title
directors Serves
HannStar Board Corp. Director
Ghpw Enterprise Corp. (CQ) Ltd. Corporation's Representative as director

(5) Independent Director:Mr.Fan Po-Kang

Names of Other Companies Where
Title
directors Serves
Prosperity Dielectrics Co., Ltd Independent Director

(6) Independent Director:Mr.Tan Yong Chian

Names of Other Companies Where
Title
directors Serves
Prosperity Dielectrics Co., Ltd Independent Director

54

[Appendix 1]

Articles of Association of Walsin Technology Corporation

Amended and approved by the annual shareholders' meeting on Jun. 19, 2019

Chapter I General Principles

  • Article 1. The Company is organized in accordance with the Company Act and named as Walsin Technology Corporation.

Article 2. The following is the business scope of the company:

  • a. Manufacturing, processing, and selling of semiconductor components.

  • b. Manufacturing, processing, and selling of diode & photodiode products.

  • c. Manufacturing, processing, and selling of semiconductor & photodiode materials.

  • d. Providing semiconductor engineering, design, and technical services.

  • e. Authorized reseller and distributor of electronic and photodiode products from domestic/international manufacturers.

  • f. Manufacturing, processing, and selling of precision ceramics powder metallurgy.

  • g. Manufacturing , processing , and selling of chip resistor, capacitor, and inductor.

  • h. Manufacturing, processing, and selling of nickel hydrogen battery and lithium ion battery (rechargeable battery).

  • i. Operating import/export trade and distribution businesses (authorized businesses excluded).

  • j. CC01080 Electronic Parts and Components Manufacturing

  • k. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing

  • l. F119010 Wholesale of Electronic Materials.

  • m. F219010 Retail Sale of Electronic Materials.

  • n. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

  • Article 2-1.The Company may provide endorsements/guarantees to external parties for business needs.

  • Article 2-2. The total amount of the Company’s investments in other companies is not subject to the restriction of 40% of the Company’s paid-up capital.

  • Article 3. The Company set up its headquarters in Taipei City. When necessary, it may set up branch offices or factories domestically or abroad with a resolution by the Board of Directors.

  • Article 4. The company's announcement is handled in accordance with the regulations of the securities authority.

Chapter II Shares

  • Article 5. The total capital of the company is set at NT$8 billion, divided into 800 million shares, and each share is NT$10 par value. Authorize the board of directors to issue it in installments

55

In the event that the company's shares can be repurchased by the company in accordance with the law, the board of directors shall be authorized to do so in accordance with the law.

If the company intends to transfer the repurchased shares to employees at a price lower than the average price of the actual repurchased shares, it shall be approved by the general meeting of shareholders representing more than half of the total issued shares and more than two-thirds of the voting rights of the present shareholders.

  • Article 6. The Company may be exempted from printing share certificates if such shares have been registered with a securities depository enterprise.

Article 7. (Deleted)

  • Article 8. Shares which are transferred, lost or destroyed shall be handled in accordance with the Company Act and the relevant regulatory requirements.

  • Article 9. (Deleted)

Article 10. (Deleted)

  • Article 11. If the stocks are exchanged or reissued, the company may charge the cost of production.

Chapter III Shareholders’ Meetings

  • Article 12. The shareholders' meetings of the Company are classified into two types. The general shareholders' meetings shall be annually convened by the Board within 6 months from the end of each fiscal year in accordance with the relevant laws and regulations. The special shareholders’ meetings shall be convened in accordance with the relevant laws and regulations, whenever is necessary.

  • Article13. The convening of regular and special meetings of shareholders shall be governed by the Company Act and the meeting proceedings shall be governed by the Company’s rules and procedures governing Shareholders’ meetings.

  • Article 14. If a shareholder is unable to attend the shareholders' meeting in person, shareholders may appoint proxies to attend Shareholders’ meetings pursuant to the Company Act and the “Rules Governing the Use of Proxies for Attendance at Shareholders’ meetings of PublicCompanies” promulgated by the competent authority by submitting proxy form printed and distributed by the Company and specifying the scope of authority therein.

  • Article 15. Unless otherwise provided for by law, the voting right of the Company’s shareholders is based on one-share-one-vote.

  • Article 16. Unless otherwise regulated by law, a shareholders' meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting.

  • Article17. The resolutions of the shareholders’ meeting shall be prepared in the minutes, recording the time and date of the meeting, the venue, the name of the chairman, the number of shares present, the number of voting rights and the resolutions, and the minutes shall be distributed to each shareholder within 20 days after the chairman’s signature or seal , The dissemination of the proceedings of the preceding paragraph can be done by public announcement.

Chapter IV Board of Directors and the Audit Committee

  • Article18. The Company shall have 7 to 9 directors including, at least, 3 independent directors. The Board of Director is authorized to determine the number of directors. Directors shall be elected by adopting candidates nomination system as specified in Article 192-1 of the Company Act; the shareholder may elect the directors among the list of candidates.

56

The nomination of directors and related announcement or other relevant matters shall comply with the relevant laws and regulations of Company Act, Securities and Exchange Act, and etc.

The election of directors shall be in accordance with the election of directors of the Company. Unless otherwise stipulated in the decree, independent directors and non-independent directors shall be elected at one time, and their names shall be calculated separately. The term of office is three years.

Regardless of the company's earnings, the company is entitled to a fixed remuneration, and the number of authorized directors shall, in accordance with the recommendations of the Remuneration Commission, have regard to the degree of participation of the company and the value of the salary, and shall, in the light of domestic and foreign standards, set it within the maximum salary standard stipulated in the salary Review Law of the Company. All directors shall hold no less than the number of shares specified by the competent authorities in accordance with the law.

In compliance with Article 14-4 of the Securities and Exchange Act, the Company shall establish an audit committee in replacement of the supervisors, which shall consist of all independent directors. The audit committee or the members of the audit committee shall be responsible for the responsibilities of supervisors specified under the Company Act, the Security and Exchange Act and other relevant regulations. The duties, rules of meeting, and other matters shall be in accordance

with the relevant rules of the competent securities authority.

Within the Directors' terms of office, the Company may purchase liability insurance for the Directors' liability which shall be taken within the scope of their business according to laws, with reference to the standard of the industry domestic or abroad.

Article18-1. More than half of the directors of the company shall not have following relations:

  • a. Spouse relationship

  • b. Relatives within the second class.

  • Article19. When the vacancy of directors reaches one-third, the board of directors shall convene a by-election at an extraordinary meeting of shareholders within 60 days and its term of office shall be limited to the duration of the original term of office.

  • Article 20. The directors organize the board of directors and elect one of the chairman from each other in accordance with the law. Unless otherwise provided by laws and regulations, the chairman of the board of directors is the chairman of the shareholders meeting and the board of directors internally, and represents the company externally. The directors may also elect a vice chairman from each other.

  • Article 21. Unless otherwise stipulated by the Company Law, the board of directors must have more than half of the directors present, and its resolutions shall be implemented with the consent of more than half of the directors present.

  • Article22. When the chairman asks for leave or is unable to exercise his powers for some reason, if the vice chairman has been appointed, the vice chairman shall act as his agent. If the vice chairman also asks for leave or cannot exercise his powers for some reason, the chairman shall designate a director to act as his representative. If an agent is not designated, the directors shall elect one person to act as an agent.

  • Article 23. The rights of the board of directors are as follows:

  • Review of important company rules.

  • Review of company business policy.

  • Preparation of company budget and final accounts.

  • The drafting of the company's surplus distribution or loss recovery plan.

  • The drafting of the company's capital increase or decrease is plan.

57

  1. According to the law,the appointment and removal of important company personnel who are required by the board of directors.

  2. Review of the company's business report.

  3. The company's important property and real estate purchase and disposal plan.

  4. Other powers granted by laws, regulations, and shareholders’ meetings.

Article 24. (Deleted)

Article 25. (Deleted)

  • Article 26. Board Meetings shall be convened by the Chairman. The reasons for convening a Board meeting shall be notified to each Director at least 7 days in advance. However, in the event of an emergency, the meeting may be convened at any time. The meeting of the notice may be delivered in written, fax, or electronic form. Unless otherwise provided by the Company Act. A Director may authorize another Director as his/her proxy in attending a Board meeting. However, one proxy can only represent one other Director during a meeting.

Chapter V Managers

  • Article 27. The company has a president and several vice presidents. The management team takes the resolution of the board of directors to comprehensively manage all the company's business. The appointment, dismissal and remuneration are carried out by the resolution of the board of directors.

The powers of the manager of the company are stipulated by the appointment contract.

Article 28. (Deleted)

Article 29. The company may hire several consultants after the resolution of the board of directors.

Chapter VI Accounting

  • Article 30. At the end of the fiscal year of the company, the board of directors shall compile the following lists and send them to the audit committee for review 30 days before the shareholders meeting, and submit them to the shareholders meeting for approval, but the audit committee may entrust an accountant on behalf of the company to verify it when handling the previous business.

  • Business report.

  • Financial statements.

  • Proposal for surplus distribution or loss recovery.

  • Article31. If the company makes a profit during the fiscal year, it shall allocate 2% to 10% as employee compensation, which shall be distributed in stocks or cash. The board of directors shall be approved by more than two-thirds of the directors present and more than half of the present directors. The resolution is implemented and reported to the shareholders meeting. Employees include employees of affiliated companies who meet certain conditions. The company is able to increase the amount of profit, and the board of directors resolves to allocate no more than 2% as directors' remuneration.

  • However, when the company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate employee compensation and director compensation in proportion to the preceding paragraph.

  • When the company’s fiscal year’s final accounts have current surpluses, in addition to the legal provisions for income tax and making up previous years’ losses, 10% of the statutory surplus reserve should be raised first, but this is not the case when the

58

statutory surplus reserve has reached the total capital of the company . After the special surplus reserve is allocated or converted in accordance with the laws or regulations of the competent authority, the special surplus reserve may be set aside according to the business needs of the company. If there is a balance and the accumulated undistributed surplus, the board of directors shall draft a surplus distribution proposal. The shareholders' meeting shall be submitted to a resolution to distribute shareholder dividends.

  • Article31-1. In addition to the distribution of the company’s earnings in accordance with the provisions of Article 31 of the company’s articles of association, the principle that the proportion of stock dividends shall not exceed 50% of the shareholders’ dividends distributed in the current year, and the rest shall be paid in cash dividends ; However, when the company obtains sufficient funds to meet the annual funding needs, the above-mentioned cash distribution ratio may be increased to 100% at discretion. As listed in the preceding paragraph, the company may decide the most appropriate dividend policy and payment method based on the actual operating conditions of the current year and the capital budget plan for the next year.

Chapter VII Supplementary Provisions

  • Article32. The company's organizational rules and rules for handling matters are separately formulated.

  • Article33. Any matters not specified in the Articles of Association shall be handled in accordance with the Company Act. relevant regulations.

  • Article34. The Articles of Association was established on July 6, 1970, The 1st amendment was made on May. 28, 1971. The 2nd amendment was made on Oct. 26, 1971. The 3rd amendment was made on Dec. 15, 1972. The 4th amendment was made on Nov. 21, 1973. The 5th amendment was made on Jul. 20, 1974. The 6th amendment was made on Jul. 10, 1975. The 7th amendment was made on Apr. 20, 1977. The 8th amendment was made on Apr. 21, 1977. The 9th amendment was made on Jun. 20, 1978. The 10th amendment was made on Jun. 18, 1979. The 11th amendment was made on Sep. 11, 1979. The 12th amendment was made on Sep. 24, 1980. The 13th amendment was made on Aug. 16, 1989. The 14th amendment was made on May. 2, 1990. The 15th amendment was made on Mar. 28, 1991. The 16th amendment was made on May. 21, 1992. The 17th amendment was made on Jul. 17, 1992. The 18th amendment was made on Aug. 18, 1993. The 19th amendment was made on Jun. 4, 1994. The 20th amendment was made on Apr. 21, 1995. The 21th amendment was made on Sep. 26, 1995. The 22th amendment was made on May. 2, 1997. The 23th amendment was made on Jun. 8, 1998.

  • The 24th amendment was made on Jun. 24, 1999. The 25th amendment was made on Oct. 29, 1999. The 26th amendment was made on Jun. 26, 2000. The 27th amendment was made on May. 29, 2001. The 28th amendment was made on Jun. 12, 2002. The 29th amendment was made on Jun. 20, 2003. The 30th amendment was made on Apr. 30, 2004. The 31th amendment was made on Apr. 30, 2004. The 32th amendment was made on Jun. 23, 2005. The 33th amendment was made on Jun. 23, 2006. The 34th amendment was made on May. 30, 2007. The 35th amendment was made on Jun. 19, 2008. The 36th amendment was made on Jun. 19, 2009. The 37th amendment was made on Jun. 25, 2010. The 38th amendment was made on Jun. 13, 2011. The 39th amendment was made on Jun. 18, 2013. The 40th amendment was made on Jun. 23, 2014. The 41th amendment was made on Jun. 22, 2016. The 42th amendment was made on Jun. 28, 2018(Among them, Article 18 has been effective since the Year 2019, and the rest shall take effect after the resolution of the shareholders meeting). The

59

43th amendment was made on Jun. 19, 2019. Effective after the resolution of the shareholders meeting, the amendment is also the same.

60

[Appendix 2]

Walsin Technology Corporation Rules of Procedures for Shareholders' Meetings

Amended and approved by the annual shareholders' meeting on Jun. 25, 2021

  1. Unless otherwise specified by law, the Company's shareholders' meetings shall proceed according to the Rules.

  2. Whenever the Rules refer to shareholders, they include the shareholders as well as any representative attending as their proxy.

  3. If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board according to the company Act 208. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the chairman shall appoint one of the directors to act as chair, or, where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. If the shareholders' meeting is convened by a convener other than the board of directors, the chairman shall be the convener. If there are two or more conveners, one of the other conveners shall be elected.

When a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

  1. This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of 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.

The number of shares attending is calculated based on the sign-in card handed in by the shareholders at the time of sign-in plus the written or electronic shareholding of the voting rights. Attending shareholders (or proxies) are requested to wear attendance cards and hand in the sign-in card to sign in on their behalf. If the sign-in card is handed over to the company,

61

it shall be deemed that the shareholder or agent on the sign-in card is present in person, and the company is not liable Responsibility identified.

  1. The chairman shall call the meeting to order at the appointed meeting time and announce the relevant information such as the number of non-voting rights and the number of shares present.

  2. However, when the attending shareholders do not represent a half of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made.

  3. If the agenda of the shareholders meeting is convened by the board of directors, it shall be set by the board of directors; if it is convened by a person other than the board of directors who has the right to convene, it shall be set by the convener, and relevant proposals (including temporary motions and amendments to the original proposal) shall be adopted voted on one by one. For the resolution of the proposal, the meeting shall be conducted according to the scheduled agenda. The meeting shall not be changed unless it is resolved by the shareholders meeting. The scheduled agenda shall not be declared adjourned unless the meeting is resolved by the shareholders meeting.

When the chairman of the shareholders meeting announces the adjournment of the meeting in violation of the rules of procedure, The shareholders are able to elect one person as the chairman with a majority of the voting rights of the shareholders present and continue the meeting.

  • 5-1 Appointment or dismissal of directors, change of articles of association, capital reduction, application for suspension of public offerings, directors’ competition license, capital increase from surplus, capital increase from public reserves, company dissolution, merger, division, or the first paragraph of Article 185 of the Company Law. The main content of the matter should be listed and explained in the reason for the convening, and it cannot be proposed by a temporary motion; the main content can be placed on the website designated by the securities authority or the company, and its website should be included in the notice.

  • If the reason for convening the shareholders' meeting has stated that the directors shall be fully re-elected with the appointment date stated. after the re-election of the shareholders' meeting is completed, the same meeting shall not change the appointment date by ad hoc motion or other means.

  • Shareholders holding more than 1% of the total number of issued shares can submit a proposal of shareholders' meeting to the Company in writing. The proposal, acceptance, review, etc. are handled in accordance with the Company Act and relevant laws and regulations.

  • Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the proposing shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals in the agenda. The shareholders of the proposal shall attend the shareholders' meeting in person or entrust others to participate in the discussion of the proposal.

  • Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

  • A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Shareholders do not

62

ask whether the agent is aware of the content of the power of attorney or other methods, and the statement or vote made by the agent shall prevail.

  1. The explanation of the proposal is limited to five minutes, and each person is limited to three minutes for discussion of questions and answers. However, with the permission of the chairman, it may be extended once, and the limit is still three minutes.

  2. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.

  3. When discussing a proposal, the chairman may declare the end of the discussion within an appropriate period. If necessary, he may also declare the suspension of the discussion. The chairman shall put the vote to the end. In addition, the chair shall arrange an adequate amount of time for voting.

  4. When a legal person is entrusted to attend the shareholders' meeting, the legal person can only appoint one representative to attend; when a legal person shareholder appoints two or more representatives to attend the shareholders' meeting, only one person may be allowed to speak the same proposal.

  5. If the shareholder's speech is overtime or beyond the agenda, the chairman may stop his speech.

  6. When the shareholders give the speech, other shareholders shall not interfere with the speech except with the consent of the chairman and the speaking shareholder, and the chairman shall stop the offender.

  7. After the shareholders have spoken, the chairman may personally or designate relevant personnel to reply.

  8. Unless otherwise stipulated in the Company Law and Articles of Association, the voting of the proposal shall be carried out with the approval of a majority of the voting rights of the shareholders present.

  9. The counting of votes for shareholders' meetings or election proposals shall be done in a public place at the shareholders' meeting, and after the counting of votes is completed, the voting results shall be announced on the spot, including statistical weights, and recorded.

  10. The voting rights of shareholders are calculated based on the voting rights of their representatives. When the company convenes a shareholder meeting, it shall adopt electronic means and may adopt a written method to exercise its voting rights; when it exercises its voting rights in writing or electronic means, its exercise method shall be stated in the notice of the shareholders meeting. Shareholders who exercise voting rights in writing or electronically are deemed to have attended the shareholders meeting in person. However, the provisional motion and the amendment to the original proposal of the shareholders meeting shall be deemed as abstention.

  11. Shareholders shall exercise their voting rights in writing or electronically in accordance with the provisions of the Company Law and the "Guidelines for the Handling of Share Affairs of Companies Offering Public Shares".

  12. When there are amendments or alternatives to the same proposal that do not coexist with the original proposal, the chairman shall determine the order of voting together with the original proposal. If one of the proposals has been passed by the statutory or the number of voting rights specified in the articles of association, the others cannot coexist. The motion is deemed to be vetoed and needless to be a vote.

  13. When there’s a directors election in the shareholders’ meeting, it shall be conducted in accordance with the relevant election rules set by the company, and shall announce the results of the election on the spot, including the list of elected directors and the number of election rights and the list of directors who are not elected and the number of election rights obtained.

  14. The chair may put the meeting in recess at appropriate times.

63

  1. During a shareholders’ meeting, in the event of an air raid alarm or other act of force majeure, the chair shall immediately declare the meeting ceased, and order all present to take appropriate proactive measures to evacuate, then when the cause for the cessation of the meeting ends, the chair may determine whether to resume the meeting.

  2. The unregulated items of these rules are governed by the regulations of the Public Stock meeting of the Ministry of political Affairs, the Company Law and the articles of Association of the Company as promulgated by the Securities and Futures Management Committee of the Ministry of political Affairs.

  3. These Rules shall take effect after approval by the shareholder meeting and the same procedure shall apply when they are amended.

64

[Appendix 3]

Methods of Election of Directors of the Board Walsin Technology Corporation

Approved by shareholders’ meeting on Jun. 19, 2019

Article 1 Unless otherwise provided in relevant laws, regulations or Articles of Incorporation, the directors and of the board of Walsin Technology Corporation (the Company) shall be elected in accordance. Article 2 The Company's directors shall be elected by means of open, cumulative voting. Each share is entitled to voting rights equivalent to the number of directors to be elected, and the number of votes may be used to elect one candidate or be allocated among several candidates, and the candidates receiving more votes shall be elected as directors. Voters' names are represented by their shareholder attendance card numbers printed on the ballots.

The election of the Company shall adopt the candidate nomination system provided for in Article 192-1 of the Company Act. The ways of accepting nominations and announcement shall be conducted in accordance with the Company Act, the Securities and Exchange Act and other relevant laws and regulations.

The election of independent directors and non-independent directors shall be held together, and the number of independent directors and non-independent directors elected shall be calculated separately. The selection and appointment of independent directors shall be handled in accordance with the " Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies " and relevant laws and regulations.

Article 3 According to the number of directors of the company stipulated in the company's articles of association, those with more voting rights will be elected in sequence. If two or more persons receive the same number of votes and result in the total number of persons elected exceeding the prescribed seats, they shall draw lots to decide who will serve. The chairman shall draw lots on the absentee’s behalf.

  • Article 3-1: The elected directors of the company shall have more than half of the seats, and shall not have one of the following relationships:

  • Spouse.

  • under second-degrees relatives.

  • Article 3-2: If the elected director of the company does not meet the provisions of Article 3-1 of these regulations, the votes obtained by the directors represent those with lower voting rights, and their election will be invalid.

  • Article 3-3:(deleted) Article 4 At the election, the chairperson may appoint several persons from among

the shareholders present to monitor the voting procedure, and may appoint others for ballot counting and

  • Article 5 Ballots shall be prepared by the board of directors of the Company and bear shareholder attendance card numbers and the number of voting rights.

  • Article 6 Voters shall fill in the candidate column with candidate name(s), shareholder number(s), or ID card number(s) or uniform business number(s).

Article 7 Ballots shall be deemed void under any of the following conditions:

  1. Ballots are not prepared by the method;

  2. Ballots are not completed in accordance with Article 6 ;

  3. The handwriting is blurry and indecipherable;

65

  1. The name of the electee filled in is inconsistent with the name of the shareholder account number or ID card number or the name commended by the unified number, or the nominee is not nominated in accordance with Article 18 of the company's articles of association;

  2. In addition to the name and shareholder account number of the electee, write other words;

  3. The number of candidates filled in the ballot exceeds the number of seats to be elected ;

  4. Ballots are not completed in accordance with Article 6 ;

  5. Article 8 The ballots should be calculated immediately after the votes are casted and under the supervision of persons designated by the chairperson to monitor the voting procedure. The results of the election should be announced by the chairperson or any person appointed by chairperson at the meeting.

  6. Article 9 The Company shall issue notifications to the directors-elect.

  7. Article 10 Matters not stipulated in these measures shall be handled in accordance with the provisions of the Company Act and relevant laws and regulations.

  8. Article 11 The adoption of the Methods and any amendment to the Methods shall be approved at the Company’s shareholders’ meeting.

66