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WTC — AGM Information 2025
Jun 26, 2025
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AGM Information
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Stock Code:2492
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Walsin Technology Corporation
2025 Annual Shareholders’Meeting Agenda Handbooks (Translation)
Time:9:30 a.m. on Tuesday, June 17, 2025
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.
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Walsin Technology Corporation 2025 Annual Shareholders’ Meeting Handbook
Table of Contents
Chapter1. Meeting Procedure and Agenda 1. Announcements.………………………………..………………………………………..………….……5 2. Proposals, Discussions and Election…………..…………….………………..………………….7 3. Extempore Motions or Other Matters …………………………………………….……………11 4. Adjournment ……………………………………………………………………………………..………..11 Chapter2. Attachments 1. 2024 Business Report…………………………..……………………..………………………………..12 2. 2024 Consolidated Financial Statements and Parent Company Only Financial Statements……………………………….……………….…………………………………..14 3. Audit Committee's Review Report…..….………………………………………………………..39 4. Shareholding of Directors..…..……..………………………………………………………………..41 5. Plan of Transferring the Repurchased Shares and Implementation Status Of Repurchasing Company's stock………………………………………….…………….……….42 6. Material Transactions with Related Parties in 2024……………………………....……..47 7. Comparison Table of Amended Articles of Articles of Incorporation……………..49 8. Comparison Table for Amendments to the Rules of the Procedures of Acquisition or Disposal of Assets…………………………………………………………………..51 9. Comparison Table for Amendments to the rule of the Procedures of Endorsement and Guarantee………………………………………………………………………..54. 10. List of the Candidate for Directors and Independent Directors……………………..55 11. Explanations of involvement of directors or their related persons in the Field of the Company's business……………………………………………………………………58 Chapter3.Regulations 1. Articles of Association(Before Amendment)…………………………………………..……..59 2. Rules of Procedures for Shareholders' Meetings………………………………...………..65 3. Methods of Election of Directors of the Board……………………………….……………..69
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Walsin Technology Corporation Procedure and Agenda for 2025 Annual Shareholders' Meeting
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I. Time: 9:30 a.m. on Tuesday, June 17, 2025
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II. No. 3, Qingnian Rd., Yangmei Dist., Taoyuan City Taiwan (R.O.C.) (Meeting Room No.E68,China-Motor Training Center)
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III. Method for convening the shareholders’ meeting: Physical shareholders’ meeting
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IV. Meeting Agenda:
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1.Meeting called to order
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2.Chairperson in place
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3.Announcements
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(1) 2024 Business Report
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(2) Audit Committee's Audit Report
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(3) The distribution report of compensation of the employees and directors for Year 2024.
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(4) Other Matters.
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Proposals, Discussions and Election
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(1) Approval of 2024 Business Report and financial statements
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(2) Approval of 2024 Earnings Distribution
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(3) Discussion about the amendments to the Articles of Incorporation of the Company.
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(4) Discussion about the amendments to the rule of the Procedures of Acquisition Disposal of Assets.
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(5) Discussion on the amendments to the rule of the Procedures of Endorsement and Guarantee.
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(6) Election of the Company's Directors of the 17[th] term.
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(7) Discussion of the proposal for the release of new Directors' NonCompetition Obligations.
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5. Extempore Motions or Other Matters
6. Adjournment
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Announcements
- Business Report:
The Company's 2024 Business Report and Financial Statements
Please refer to Attachment 1 and 2 on #page12-38# of the Handbook.
- Audit Committee's Audit Report:
Please refer to Attachment 3 on #page39-40# of the Handbook.
- The distribution report of compensation of the employees and directors for Year 2024.
As approved by the Board of Directors of the Company, the compensation of employees and directors are NT$76,449,213 and NT$33,977,428 respectively for 2024, all of which are paid in cash.
- Other matters:
N (1) Report the Shareholding of Directors
1. Please refer to Attachment 4 on #page41# 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.
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(2) Implementation status of repurchasing Company's stock: Please refer to Attachment 5 on #page42-46# of the Handbook for the implementation status of repurchasing Company's stock.
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(3). Report on the material transactions between the Company and its related parties in 2024.Please refer to Attachment6 on #page47-48# of the Handbook.
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(4) Report the Endorsement and Guarantee cases of WTC till Dec. 31,2024.
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. |
1,514,744 | 17,594,128 | 24,322,851 | Note |
| Kamaya Electric(M) SDN. BHD. |
753,963 | 16,764,702 | |||
| Total | 2,268,707 |
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
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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 03, 2025 to April 14, 2025, 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.
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Proposals, Discussions and Election
Proposal 1 Proposed by the Board of Directors
Subject: Ratification of the Company’s 2024 business report, parent company only financial statements and consolidated financial statements. Explanation:
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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.
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b. Please refer to Attachment 1 of the handbook from page 12. Resolution:
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Proposal 2 Proposed by the Board of Directors
Subject: Adoption of the Proposal for Appropriation of 2024 Earnings Explanation:
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a. The proposal for 2024 appropriation of earnings was already resolved in the 16[th] Term 25[th] Board of Directors meeting convened and reviewed by the Audit Committee meeting.
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b. The net profit after tax as of year 2024 of the Company is NT$ 2,982,506,877. After setting aside the legal reserve of NT$ 304,367,571 and adding the adjusted undistributed retained earnings is NT$ 28,135,744,163, the total distributable retained earnings is NT$ 30,813,883,469.
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c. For the Proposal of earnings distribution, it is calculated based on 485,804,774 shares (including treasury stocks 1,000,000 shares) of the company had issued shares as of the book closure date of March 17, 2025. In the event of changes of the Company’s common shares, 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.
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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.
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e. The undistributed earnings of year 2024, 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.
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f. The proposed earnings distribution table is as below:
| Walsin Technology Corporation Statement of Earnings Distribution Year 2024 Item Total Unit: NT$ |
Walsin Technology Corporation Statement of Earnings Distribution Year 2024 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 Adjusted unallocated earnings Add: Net profit Less: Legal reserve(10%) |
28,074,575,333 22,802,651 (9,812,907) 48,179,086 28,135,744,163 2,982,506,877 (304,367,571) |
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| Distributable earnings Distribution Item: Cash Dividends to shareholders Unallocated earnings, end of year |
30,813,883,469 (1,165,931,458) NT$2.4/per share 29,647,952,011 |
|---|---|
Chairman: Chiao, Yu-Heng Manager: Tseng, Ming-Tsan 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: Pursuant to Article 14, Paragraph 6 of the Securities and Exchange Act, a company shall stipulate in its articles of association that a certain percentage of its annual profit shall be used to adjust the salaries or distribute remuneration to grassroots employees. However, if the company still has accumulated losses, it shall reserve the compensation amount in advance.
Please refer to Attachment 7 on #page49-50# of the Handbook for the comparison table.
Resolution:
Proposal 4 Proposed by the Board of Directors
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Subject: The proposal of amendments to the rule of the Procedures of Acquisition Disposal of Assets.
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Explanation: In accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and the actual operational needs of our company, we plan to revise some relevant provisions of our company's handling procedures. Please refer to Attachment 8 on #page51-53# of the Handbook for the comparison table.
Resolution:
Proposal 5 Proposed by the Board of Directors Subject: The proposal of amendments to the rule of the Procedures of Endorsement and Guarantee.
- Explanation: In accordance with the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” and the actual operational needs of our company, we plan to revise some relevant provisions of our company's operating procedures. Please refer to Attachment 9 on #page54# of the Handbook for the comparison table.
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Proposal 6 Proposed by the Board of Directors Subject: Election of the Company's Directors of 17[th] term. Explanation:
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a. The 16[th] term of directors of the Company was elected on June 15, 2022, and the term of office is about to expire. It is proposed to submit to the 2025 Annual General Meeting of Shareholders for re-election.
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b. This shall be handled in accordance with Article 18 of the Company's Articles of Association. The Company shall have seven to nine directors, with the number of seats to be determined by the Board of Directors. There shall be at least three independent directors among the board of directors.
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It is proposed that the 17[th] board of directors will consist of seven directors (including three independent directors), who will take office immediately upon election and serve a term of three years.
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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 10 on #page55-57# of the Handbook.
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d. The new Directors should be appointed for a term of three years commencing on the date of election (i.e., 17 June 2025) and ending on 16 June 2028.
Election:
Proposal 7
Proposed by the Board of Directors
Subject: Release of the 17[th] term directors of the Company from non-compete restrictions set forth in Article 209 of the Company Act.
Explanation:
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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.”
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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 11 on #page58# of the Handbook.
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- 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
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[Attachment 1]
WALSIN TECHNOLOGY CORPORATION
Year 2024 Business Report
In retrospect, the global economic development situation in 2024, with countries emerging from the pandemic’s aftermath, economic growth has shown resilience and is gradually returning to normal. Economic activities are slowly recovering, and there are optimistic signs of an economic rebound. However, due to differences in national development directions and conditions, performance has been divergent. This is especially true given the ongoing geopolitical risks in regions such as Ukraine and the Middle East, as well as the escalation of the US-China trade conflict. These factors have contributed to surges in energy prices, which have directly and indirectly worsened inflation in various countries, making it difficult to be overly optimistic about future economic trends. The electronics industry, having gone through a global supply chain reorganization, is now benefiting from the rapid development of artificial intelligence (AI), which has sparked a wave of industrial innovation and automation demand. This could become a key engine for global economic growth.
The passive components industry, due to previous expansion efforts, is experiencing an oversupply in the market, with excess capacity that still needs to be absorbed. The overall economic environment remains relatively sluggish, with no clear recovery in sight. Industry developments show that restrained demand and China's export of surplus capacity have led to fierce price competition. Currently, traditional industries and the automotive sector are relatively weak, while the technology industry benefits from AI innovation, gradually driving the demand for components related to industry upgrades. This is slowly reshaping a favorable development environment for the passive components industry. In the future, as technology advances and market demand diversifies, the industry will continue to evolve, bringing new opportunities and challenges to businesses. In light of this, the company has been actively adjusting resource allocation in manufacturing, R&D, and marketing, seeking new business opportunities, and increasing market penetration in emerging markets such as automotive and AI applications, aiming to maintain a competitive edge in the upcoming wave of new applications.
The consolidated revenue of the company in Year 2024 increased by about 6% compared to Year 2023, mainly due to the overall economic recovery. Although product prices were still influenced by industry competition, the company's management team worked hard on a series of cost improvement measures, leading to a continued recovery in gross profit margin, all financial indicators showed positive improvements. As a result of the final annual settlement, the net profit after tax was NT$2.98 billion, and the earnings per share was NT$6.15.
Here is a summary of WALSIN’s 2024 simple income statement as follows:
(In Thousands of New Taiwan Dollars,Except Earnings Per Share)
| Item | 2024 | 2023 | 2024 Growth rate |
|---|---|---|---|
| STATEMENTS OF COMPREHENSIVE INCOME |
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| NET REVENUE GROSS PROFIT OPERATING PROFIT INCOME BEFORE INCOME TAX NET INCOME EARNINGS PER SHARE |
$16,493,208 1,471,494 553,717 3,287,316 2,982,507 6.15 |
$15,331,021 1,441,742 625,827 2,115,420 1,984,596 4.09 |
7.58% 2.06% -11.52% 55.40% 50.28% 50.37% |
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| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
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|---|---|---|---|
| NET REVENUE GROSS PROFIT OPERATING PROFIT INCOME BEFORE INCOME TAX NET INCOME(Attributable to the owner of the company) EARNINGS PER SHARE |
$34,755,041 6,480,616 2,182,197 4,963,729 2,982,507 6.15 |
$32,797,671 5,837,155 1,795,311 3,484,805 1,984,596 4.09 |
5.97% 11.02% 21.55% 42.44% 50.28% 50.37% |
Chairman: Chiao Yu-Heng Manager: Tseng Ming-Tsan Accounting Chief: Yeh Tse-Kuang
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[Attachment 2] INDEPENDENT AUDITORS’ REPORT
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, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, material accounting policy information (collectively referred to as the “consolidated financial statements”).
In our opinion, based on our audits and the report of other auditors (refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended
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December 31, 2024. 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.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2024 is described as follows:
- Revenue Recognition for Multi Layer Ceramic Capacitors (MLCC) Sales
Walsin Technology Corporation’s main revenue streams come from MLCC, chip resistors and radio frequency devices.
The proportion of revenue from MLCC sales was higher and the gross profit is significant to the net income. Therefore, we considered the 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, 2024.
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 selecting samples of revenue items to verify the occurrence of transactions.
Other Matter
We did not audit the consolidated financial statements of some subsidiaries and investments accounted for using the equity method 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 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, 2024 and 2023, the amounts of total assets of these subsidiaries (including investments accounted for using the equity method) were NT$13,929,723 thousand and NT$12,429,102 thousand, representing 14.03% and 13.16% of the consolidated total assets, respectively. For the years ended December 31, 2024 and 2023, the amounts of consolidated net operating revenue of these subsidiaries were NT$6,793,802 thousand and NT$6,117,766 thousand, representing 19.55% and 18.65% of the consolidated net operating revenue, respectively. The comprehensive income for the years ended December 31, 2024 and 2023 was NT$1,049,008 thousand and NT$760,924 thousand, representing 27.55% and 18.06% of the consolidated comprehensive income; and the share of income (loss) of associates accounted for using the equity method for the years ended December 31, 2024 and 2023 was NT$(20,882) thousand and NT$(9,890) thousand, representing (0.55%) and (0.23%) 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, 2024 and 2023 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
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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.
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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
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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.
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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.
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, 2024 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 20, 2025
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Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (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 fair value through other comprehensive income - current (Notes 4 and 12) 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 (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 (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) Financial liabilities at fair value through profit or loss (Notes 4 and 19) 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 Lease liabilities (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 Financial liabilities at fair value through profit or loss - non-current (Notes 4 and 19) Bonds payable (Notes 4 and 19) Long-term borrowings (Notes 4 and 18) Current tax liabilities (Notes 4 and 23) Deferred tax liabilities (Notes 4 and 23) Lease liabilities (Notes 4 and 15) Long-term payables Long-term deferred revenue (Note 4) Net defined benefit liabilities (Notes 4 and 20) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 21) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Exchange differences on translation of the financial statements of foreign operations Unrealized gain (loss) 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 |
2024 Amount % $ 7,943,241 8 708,808 1 229,490 - 2,533,850 3 746,063 1 9,669,867 10 65,429 - 21,552 - 866,130 1 15,005 - 8,082,433 8 384,342 - 31,266,210 32 536,818 - 10,484,188 11 22,912,070 23 10,644,720 11 20,582,256 21 851,477 1 336,477 - 471,497 - 621,693 1 139,125 - 12,245 - 396,411 - 67,988,977 68 $ 99,255,187 100 $ 10,737,709 11 1,464 - 236,459 - 4,197,262 4 50,953 - 410,180 - 3,558,669 4 678,458 1 140,333 - 675,287 1 3,047,486 3 177,103 - 23,911,363 24 - - - - 15,320,872 16 21,742 - 905,422 1 391,688 - 18,547 - 30,900 - 156,367 - 221,133 - 17,066,671 17 40,978,034 41 4,858,048 5 3,161,951 3 5,140,341 5 1,096,797 1 31,118,251 32 233,190 - 3,273,505 3 (236,380) - 48,645,703 49 9,631,450 10 58,277,153 59 $ 99,255,187 100 |
2023 | ||
|---|---|---|---|---|
| Amount % $ 6,621,395 7 547,956 1 - - 12,959,745 14 949,140 1 8,741,151 9 50,872 - 21,728 - 624,538 1 14,264 - 6,962,980 7 521,831 - 38,015,600 40 553,263 1 7,274,441 8 10,845,723 11 10,549,319 11 24,088,788 26 942,657 1 327,219 - 577,960 1 691,277 1 106,265 - 17,650 - 453,066 - 56,427,628 60 $ 94,443,228 100 $ 8,588,119 9 - - 229,387 - 3,491,374 4 30,081 - 716,882 1 3,346,954 4 1,000,679 1 155,493 - 4,778,445 5 2,987,531 3 149,076 - 25,474,021 27 2,374 - 662,742 1 9,472,164 10 218,556 - 1,103,389 1 470,414 1 16,833 - 32,529 - 196,332 - 178,098 - 12,353,431 13 37,827,452 40 4,858,043 5 3,116,412 3 4,911,739 5 1,096,797 1 29,347,656 31 (1,678,514) (2) 5,163,892 6 (236,380) - 46,579,645 49 10,036,131 11 56,615,776 60 $ 94,443,228 100 |
(With Deloitte & Touche audits’ report dated February 20, 2025)
19
WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (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) gain on disposal of property, plant and equipment Gain on disposal of investments Gain on financial assets at FVTPL Other expenses Foreign exchange gain, 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 FROM CONTINUING OPERATIONS INCOME TAX EXPENSE (Notes 4 and 23) NET PROFIT FOR THE YEAR |
2024 Amount % $ 34,755,041 100 28,274,425 81 6,480,616 19 1,693,193 5 1,577,390 5 1,027,836 3 4,298,419 13 2,182,197 6 1,355,550 4 59,331 - 175,969 1 80,054 - (995) - 400 - 121,857 - (33,184) - 1,007,644 3 (464,791) (1) 479,697 1 2,781,532 8 4,963,729 14 (1,135,021) (3) 3,828,708 11 |
2023 | ||
|---|---|---|---|---|
| Amount % $ 32,797,671 100 26,960,516 82 5,837,155 18 1,647,608 5 1,354,220 4 1,040,016 3 4,041,844 12 1,795,311 6 1,067,437 3 46,163 - 212,610 1 54,145 - 16,696 - 20,898 - 131,934 - (73,924) - 67,832 - (392,495) (1) 538,198 2 1,689,494 5 3,484,805 11 (826,883) (3) 2,657,922 8 (Continued) |
20
WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (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 (loss) 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 Income tax expense from remeasurement of defined benefit plans Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Unrealized (loss) gain on investments in debt instruments at fair value through other comprehensive income Share of the other comprehensive income (loss) of associates accounted for using the equity method Other comprehensive (loss) income for the year, net of income tax 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 |
2024 Amount % $ 29,815 - (1,633,122) (5) (443,358) (1) (972) - (2,047,637) (6) 1,687,975 5 (32,736) - 370,853 1 2,026,092 6 (21,545) - $ 3,807,163 11 $ 2,982,507 9 846,201 2 $ 3,828,708 11 $ 3,074,806 9 732,357 2 $ 3,807,163 11 |
2023 | ||
|---|---|---|---|---|
| Amount % $ (31,244) - 1,529,925 5 650,476 2 (1,833) - 2,147,324 7 (479,523) (2) 3,344 - (115,783) - (591,962) (2) 1,555,362 5 $ 4,213,284 13 $ 1,984,596 6 673,326 2 $ 2,657,922 8 $ 3,474,997 11 738,287 2 $ 4,213,284 13 |
(Continued)
21
WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2024 Amount % EARNINGS PER SHARE (Notes 4 and 24) Basic $ 6.15 Diluted $ 6.08 (With Deloitte & Touche audits’ report dated February 20, 2025) |
2023 |
|---|---|
| Amount % $ 4.09 $ 4.00 (Concluded) |
22
WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| BALANCE, JANUARY 1, 2023 Appropriation of the 2022 earnings (Note 21) Legal reserve Cash dividends distributed by the Company Other changes in capital surplus (Note 21) Change in capital surplus from associates accounted for using the equity method Changes in percentage of ownership interests in subsidiaries Net profit for the year ended December 31, 2023 Other comprehensive income for the year ended December 31, 2023 Total comprehensive income for the year ended December 31, 2023 Non-controlling interests Disposal of investments in equity instruments designated as at fair value through other comprehensive income (Note 21) BALANCE, DECEMBER 31, 2023 Appropriation of the 2023 earnings (Note 21) Legal reserve Cash dividends distributed by the Company Convertible bonds converted to ordinary shares Other changes in capital surplus (Note 21) Change in capital surplus from associates accounted for using the equity method The difference between consideration received or paid and the carrying amount of the subsidiaries’ net assets during actual disposal or acquisition (Note 25) Changes in percentage of ownership interests in subsidiaries Net profit for the year ended December 31, 2024 Other comprehensive income (loss) for the year ended December 31, 2024 Total comprehensive income (loss) for the year ended December 31, 2024 Non-controlling interests Disposal of investments in equity instruments designated as at fair value through other comprehensive income (Note 21) BALANCE, DECEMBER 31, 2024 |
Equity Attributable to Owners of the Company | Equity Attributable to Owners of the Company | Total Non-controlling Interests $ 44,280,924 $ 9,303,110 - - (1,165,930 ) - 5,253 - (15,599 ) (6,976 ) 1,984,596 673,326 1,490,401 64,961 3,474,997 738,287 - 1,710 - - 46,579,645 10,036,131 - - (1,044,479 ) - 100 - 14,610 - 30,800 - (9,779 ) - 2,982,507 846,201 92,299 (113,844) 3,074,806 732,357 - (1,137,038 ) - - $ 48,645,703 $ 9,631,450 |
Total Equity $ 53,584,034 - (1,165,930 ) 5,253 (22,575 ) 2,657,922 1,555,362 4,213,284 1,710 - 56,615,776 - (1,044,479 ) 100 14,610 30,800 (9,779 ) 3,828,708 (21,545) 3,807,163 (1,137,038 ) - $ 58,277,153 |
|||
|---|---|---|---|---|---|---|---|
| ShareCapital Share Capital Capital Surplus $ 4,858,043 $ 3,111,159 - - - - - 5,253 - - - - - - - - - - - - 4,858,043 3,116,412 - - - - 5 95 - 14,644 - 30,800 - - - - - - - - - - - - $ 4,858,048 $ 3,161,951 |
Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 4,736,096 $ 1,096,797 $ 28,403,212 175,643 - (175,643 ) - - (1,165,930 ) - - - - - (15,599 ) - - 1,984,596 - - (37,009) - - 1,947,587 - - - - - 354,029 4,911,739 1,096,797 29,347,656 228,602 - (228,602 ) - - (1,044,479 ) - - - - - (34 ) - - - - - (9,779 ) - - 2,982,507 - - 22,803 - - 3,005,310 - - - - - 48,179 $ 5,140,341 $ 1,096,797 $ 31,118,251 |
Other Equity Exchange Differences on Translation of the Unrealized Gain (Loss) on Financial Assets Financial at Fair Value Statements of Through Other Foreign Operations Comprehensive Income Treasury Shares $ (1,191,536 ) $ 3,503,533 $ (236,380 ) - - - - - - - - - - - - - - - (486,978) 2,014,388 - (486,978) 2,014,388 - - - - - (354,029) - (1,678,514 ) 5,163,892 (236,380 ) - - - - - - - - - - - - - - - - - - - - - 1,911,704 (1,842,208) - 1,911,704 (1,842,208) - - - - - (48,179) - $ 233,190 $ 3,273,505 $ (236,380) |
|||||
| Shares (In Thousands) 485,804 - - - - - - - - - 485,804 - - 1 - - - - - - - - 485,805 |
(With Deloitte & Touche audits’ report dated February 20, 2025)
23
WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Expected credit loss recognized on trade receivables Depreciation expense Amortization expense Interest expense Interest income Dividend income Share of profit of associates accounted for using the equity method Loss (gain) on disposal of property, plant and equipment Net gain on financial assets at FVTPL Gain on disposal of investments (Reversal gain) Impairment loss recognized on property, plant and equipments Net (gain) loss on foreign currency exchange Write-downs of inventories Compensation cost of employee share options Loss (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 Dividends received Interest paid Income tax paid Net cash generated from operating activities |
2024 $ 4,963,729 3,741 4,855,025 146,232 464,791 (1,355,550) (175,969) (479,697) 995 (121,857) (400) (41,343) (585,410) 52,480 - 22 (56,798) 203,077 (831,385) (14,557) (193,561) (741) (1,171,933) 140,152 34,637 7,072 651,267 20,872 199,913 28,027 (17,668) 6,725,163 1,191,014 423,222 (414,908) (1,783,431) 6,141,060 |
2023 $ 3,484,805 2,894 4,957,464 155,645 392,495 (1,067,437) (212,610) (538,198) (16,696) (131,934) (20,898) 11,010 279,608 115,354 5,444 (265) (344,049) (81,527) (252,294) 440 (62,945) (294) 804,811 33,337 59,654 34,687 887,688 4,571 (86,130) (15,887) (41,849) 8,356,894 916,434 568,984 (321,063) (1,027,532) 8,493,717 (Continued) |
|---|---|---|
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WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| 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 Purchase of financial assets at amortized cost Acquisition 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 Proceeds from capital reduction of investments accounted for using equity method Proceeds from intangible assets Payments for intangible assets Decrease in finance lease receivables Increase in other non-current assets Increase in prepayment for equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Proceeds from issuance of bonds Repayment of bonds payable Increase (decrease) in long-term borrowings Repayment of the principal portion of lease liabilities Cash dividends Increase (decrease) in guarantee deposits received Changes in non-controlling interests Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR |
2024 $ (5,036,614) 15,689 (718,203) (1,257) (1,238,374) 31,324 (32,860) 90,440 - (11,967) 11,173 (39,160) (30,427) (6,960,236) 2,182,653 - (4,798,900) 6,373,657 (166,132) (1,044,462) 43,035 (1,067,531) 1,522,320 618,702 1,321,846 6,621,395 |
2023 $ (771,598) 738,205 (16,074,225) (17,500) (2,317,616) 202,624 6,916 - 14 (35,891) 10,742 - (22,632) (18,280,961) 1,510,898 758,169 - (1,570,859) (164,321) (1,165,922) (79,480) (73,276) (784,791) (309,905) (10,881,940) 17,503,335 |
|---|---|---|
- 25 -
$ 7,943,241 $ 6,621,395
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
(With Deloitte & Touche audits’ report dated February 20, 2025)
(Concluded)
- 26 -
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Walsin Technology Corporation
Opinion
We have audited the accompanying parent company only financial statements of Walsin Technology Corporation (the “Company”), which comprise the parent company only balance sheets as of December 31, 2024 and 2023, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “ parent company only financial statements”).
In our opinion, based on our audits and the report of other auditors (please refer to the Other Matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2024 and 2023, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the 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 parent company only financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
- 27 -
The key audit matter of the Company’s parent company only financial statements for the year ended December 31, 2024 is described as follows:
- Revenue Recognition for Multi layer Ceramic Capacitors (MLCC) Sales
The Company’s main revenue streams comes from MLCC, chip resistors and radio frequency devices.
The proportion of revenue from MLCC sales was higher and the gross profit is significant to the net income. Therefore, we considered the recognition of revenue from sales of MLCC as a key audit matter of the Company’s financial statements for the year ended December 31, 2024.
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 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 included in the parent company only 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 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, 2024 and 2023, the share of profit of investments in associates accounted for using the equity method was NT$3,033,591 thousand and NT$2,574,933 thousand, representing 3.97% and 3.58% of the total assets, respectively. The share of income of associates accounted for using the equity method for the years ended December 31, 2024 and 2023 was NT$339,488 thousand and NT$227,693 thousand, representing 11.04% and 6.55% of the comprehensive income, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
- 29 -
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 parent company only financial statements for the year ended December 31, 2024 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 20, 2025
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
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WALSIN TECHNOLOGY CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (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) Notes receivable (Notes 4 and 10) Trade receivables (Notes 4 and 10) Trade receivables from related parties (Notes 4, 10 and 25) Other receivables Other receivables from related parties (Note 25) Financial assets at amortized cost - current (Notes 4, 9 and 26) Finance lease receivable - current (Note 4) Inventories (Notes 4 and 11) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) Financial assets at amortized cost - non-current (Notes 4, 9 and 26) 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) Trade payables Trade payables to related parties (Note 25) Payables for equipment (Note 25) Other payables (Note 25) Lease liabilities - current (Notes 4 and 14) Current tax liabilities (Notes 4 and 21) Current portion of bonds payable (Note 17) Current portion of long-term borrowings (Notes 4 and 16) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 4 and 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 Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Exchange differences on translation of the financial statements of foreign operations Unrealized gain (loss) on financial assets at fair value through other comprehensive income Treasury shares Total equity TOTAL |
2024 Amount % $ 996,940 1 240,300 - 9,409 - 1,186,473 2 2,460,087 3 194,972 - 413,088 1 162,439 - 15,671 - 1,776,867 3 70,778 - 7,527,024 10 7,372,631 10 50,000 - 6,968,039 9 43,545,739 57 10,344,001 14 217,075 - 4,452 - 33,284 - 193,000 - 46,159 - 22,534 - 90,377 - 68,887,291 90 $ 76,414,315 100 $ 8,340,000 11 1,309,758 2 1,350,156 2 212,409 - 1,611,273 2 47,319 - 329,538 - - - 2,010,917 3 37,014 - 15,248,384 20 12,149,417 16 21,742 - 106,964 - 196,514 - 41,988 - 3,603 - 12,520,228 16 27,768,612 36 4,858,048 6 3,161,951 4 5,140,341 7 1,096,797 1 31,118,251 41 233,190 1 3,273,505 4 (236,380) - 48,645,703 64 $ 76,414,315 100 |
2023 | ||
|---|---|---|---|---|
| Amount % $ 403,873 1 146,530 - 7,170 - 1,035,131 1 1,838,239 3 203,005 - 606,745 1 4,708,292 7 16,012 - 1,555,853 2 102,833 - 10,623,683 15 5,110,704 7 25,000 - 2,898,838 4 39,810,947 55 12,835,657 18 240,610 - 4,452 - 45,994 - 243,000 1 27,646 - 35,876 - 90,377 - 61,369,101 85 $ 71,992,784 100 $ 6,942,979 10 1,149,353 1 1,225,727 2 513,350 1 1,477,754 2 54,767 - 742,884 1 4,778,445 7 1,750,833 2 31,311 - 18,667,403 26 6,200,333 9 218,556 - 45,964 - 219,084 - 58,345 - 3,454 - 6,745,736 9 25,413,139 35 4,858,043 7 3,116,412 4 4,911,739 7 1,096,797 1 29,347,656 41 (1,678,514) (2) 5,163,892 7 (236,380) - 46,579,645 65 $ 71,992,784 100 |
(With Deloitte & Touche audits’ report dated February 20, 2025)
- 31 -
WALSIN TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| NET SALES (Notes 4 and 25) COST OF SALES (Notes 11 and 25) GROSS PROFIT (UNREALIZED) REALIZED 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 25) Other income (Note 25) Gain on disposal of investments Gain on financial assets at FVTPL Other expenses Gain (loss) on disposal of property, plant and equipment (Note 25) 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 |
2024 Amount % $ 16,493,208 100 14,991,627 91 1,501,581 9 (30,087) - 1,471,494 9 294,490 2 349,219 2 274,068 2 917,777 6 553,717 3 427,310 3 17,719 - 124,019 1 30,252 - - - 104,508 1 (4,993) - 1,075 - 569,102 3 (365,135) (2) 1,829,742 11 2,733,599 17 3,287,316 20 |
2023 | ||
|---|---|---|---|---|
| Amount % $ 15,331,021 100 13,777,117 90 1,553,904 10 (112,162) (1) 1,441,742 9 280,434 2 245,097 1 290,384 2 815,915 5 625,827 4 380,948 3 17,719 - 161,094 1 13,021 - 6,703 - 67,407 - (20,600) - (9,261) - (14,266) - (297,896) (2) 1,184,724 8 1,489,593 10 2,115,420 14 |
- 32 -
| INCOME TAX EXPENSE (Notes 4 and 21) NET PROFIT FOR THE YEAR |
(304,809) (2) 2,982,507 18 |
(130,824) (1) 1,984,596 13 (Continued) |
|---|---|---|
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WALSIN TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (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 loss 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 income 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 |
2024 Amount % $ 22,803 - (1,240,018) (7) (602,190) (4) 1,911,704 12 92,299 1 $ 3,074,806 19 $ 6.15 $ 6.08 |
2023 | ||
|---|---|---|---|---|
| Amount % $ (37,009) - 1,241,401 8 772,987 5 (486,978) (3) 1,490,401 10 $ 3,474,997 23 $ 4.09 $ 4.00 |
||||
(With Deloitte & Touche audits’ report dated February 20, 2025)
(Concluded)
- 34 -
WALSIN TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| BALANCE, JANUARY 1, 2023 Appropriation of the 2022 earnings (Note 19) Legal reserve Cash dividends distributed by the Company Other changes in capital surplus (Note 19) Change in capital surplus from associates accounted for using the equity method Changes in percentage of ownership interests in subsidiaries Net profit for the year ended December 31, 2023 Other comprehensive income for the year ended December 31, 2023 Total comprehensive income for the year ended December 31, 2023 Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE, DECEMBER 31, 2023 Appropriation of the 2023 earnings (Note 19) Legal reserve Cash dividends distributed by the Company Convertible bonds converted to ordinary shares Other changes in capital surplus (Note 19) Change in capital surplus from associates accounted for using the equity method The difference between consideration received or paid and the carrying amount of subsidiaries’ net assets during actual disposal or acquisition Changes in percentage of ownership interests in subsidiaries Net profit for the year ended December 31, 2024 Other comprehensive income (loss) for the year ended December 31, 2024 Total comprehensive income (loss) for the year ended December 31, 2024 Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE, DECEMBER 31, 2024 |
ShareCapital Shares (In Thousands) Share Capital Capital Surplus 485,804 $ 4,858,043 $ 3,111,159 - - - - - - - - 5,253 - - - - - - - - - - - - - - - 485,804 4,858,043 3,116,412 - - - - - - 1 5 95 - - 14,644 - - 30,800 - - - - - - - - - - - - - - - 485,805 $ 4,858,048 $ 3,161,951 |
Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 4,736,096 $ 1,096,797 $ 28,403,212 175,643 - (175,643 ) - - (1,165,930 ) - - - - - (15,599 ) - - 1,984,596 - - (37,009) - - 1,947,587 - - 354,029 4,911,739 1,096,797 29,347,656 228,602 - (228,602 ) - - (1,044,479 ) - - - - - (34 ) - - - - - (9,779 ) - - 2,982,507 - - 22,803 - - 3,005,310 - - 48,179 $ 5,140,341 $ 1,096,797 $ 31,118,251 |
Other Equity Unrealized Gain Exchange Differences (Loss) on Financial Assets at Fair on Translation of Value Through the Financial Other Statements of Foreign Operations Comprehensive Income Treasury Shares $ (1,191,536 ) $ 3,503,533 $ (236,380 ) - - - - - - - - - - - - - - - (486,978) 2,014,388 - (486,978) 2,014,388 - - (354,029) - (1,678,514) 5,163,892 (236,380) - - - - - - - - - - - - - - - - - - - - - 1,911,704 (1,842,208) - 1,911,704 (1,842,208) - - (48,179) - $ 233,190 $ 3,273,505 $ (236,380) |
Total Equity $ 44,280,924 - (1,165,930 ) 5,253 (15,599 ) 1,984,596 1,490,401 3,474,997 - 46,579,645 - (1,044,479 ) 100 14,610 30,800 (9,779 ) 2,982,507 92,299 3,074,806 - $ 48,645,703 |
|
|---|---|---|---|---|---|
| Shares (In Thousands) 485,804 - - - - - - - - 485,804 - - 1 - - - - - - - 485,805 |
(With Deloitte & Touche audits’ report dated February 20, 2025)
- 35 -
WALSIN TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized on trade receivables Net gain on financial assets at FVTPL Interest expense Interest income Dividend income Share of profit of subsidiaries and associates accounted for using the equity method (Gain) loss on disposal of property, plant and equipment Gain on disposal of investments (Reversal gain) Impairment loss recognized on property, plant and equipment and investment property Write-downs of inventories Unrealized gross profit on the transactions with associates Realized gain on transactions with associates Net (gain) loss on foreign currency exchange 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 |
2024 $ 3,287,316 2,878,586 35,859 1,000 (104,508) 365,135 (427,310) (124,019) (1,829,742) (1,075) - (41,344) 38,812 30,087 (1,552) (234,224) (2,239) (94,074) (564,119) (29,916) 193,657 (259,826) 36,405 109,051 109,416 121,895 5,703 (3,986) 3,494,988 465,042 518,740 (330,949) (803,969) 3,343,852 |
2023 $ 2,115,420 2,919,447 40,764 - (67,407) 297,896 (380,948) (161,094) (1,184,724) 9,261 (6,703) 17,651 40,176 112,162 (1,816) 306,621 (2,084) 30,065 93,657 (16,053) (30,690) 141,903 48,925 623,076 (226,034) (161,353) (12,472) (7,955) 4,537,691 255,376 600,230 (230,058) (231,323) 4,931,916 |
|---|---|---|
- 36 -
Purchase of financial assets at fair value through other comprehensive income
(3,501,945) (268,743) (Continued)
- 37 -
WALSIN TECHNOLOGY CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| Proceeds from financial assets at fair value through other comprehensive income Proceeds from (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 long-term equity investment for using the equity method Proceeds from long-term equity investment for using the equity method 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 Decrease in receivables from related parties for advances or borrowings Decrease in finance lease receivables Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Repayments of bonds payable Increase (decrease) in long-term borrowings Increase in guarantee deposits received Repayment of the principal portion of lease liabilities Cash dividends Net cash generated from (used in) 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 |
2024 $ - 656,867 (212,940) 198,678 (1,091,391) 32,757 85,905 (629,740) 3,014 (18,513) - - 15,461 (4,461,847) 1,400,511 (4,798,900) 6,209,168 149 (55,404) (1,044,462) 1,711,062 593,067 403,873 $ 996,940 |
2023 $ 407,229 (7,141,453) (25,000) 168,149 (642,762) - - (1,128,671) 15,895 3,644 (15,708) 279,058 15,126 (8,333,236) 709,100 - (356,834) 95 (58,495) (1,165,922) (872,056) (4,273,376) 4,677,249 $ 403,873 |
|---|---|---|
(With Deloitte & Touche audits’ report dated February 20, 2025)
(Concluded)
- 38 -
[Attachment 3]
Audit Committee’s Review Report
To: The 2025 Annual General Shareholders’ Meeting of Walsin Technology Corporation
The Board of Directors has prepared the Company’s 2024 Business Report and Financial Statements. 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 and Financial Statements 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 Act, we hereby submit this report.
Walsin Technology Corporation Chairman of the Audit Committee:Fan Po-Kang
February 20, 2025
39
Audit Committee’s Review Report
To: The 2025 Annual General Shareholders’ Meeting of Walsin Technology Corporation
The Board of Directors has prepared the Company’s proposal for distribution of the 2024 earnings. The proposal has 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 Act, we hereby submit this report.
Walsin Technology Corporation Chairman of the Audit Committee:Fan Po-Kang
March 28, 2025
40
[Attachment 4]
Walsin Technology Corporation
Shareholding of Directors
Apr.19, 2025
| Apr.19, 2025 | |||
|---|---|---|---|
| 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 | Director:Oliver Co., Ltd. representative: Ku Li-Chin |
2,178,000 | 0.45% |
| Independent Director |
Tan Yong Chian | 358 | 0 |
| Independent Director |
Fan Po-Kang | 0 | 0 |
| Independent Director |
NG Chlen Chun | 0 | 0 |
| Number of Shares Held byAll Directors | 103,968,144 | 21.4% |
Note: As of the book closure date(2025.04.19) for the 2025 Annual Shareholders' Meeting, the Company had issued 485,804,774 shares (including treasury stocks 1,000,000 shares ) of common stock.
41
[Attachment 5]
16[th] Plan (the 2nd time of Year 2021) 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
42
of shares to be subscribed, the subscription payment period, the content of rights 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. The enactment and any amendment of the Plan shall be reported to the shareholders’ meeting. Article 11. These measures were established on March 25, 2021, and were first revised on May 3, 2022.
43
17[th] Plan(the third time of Year 2021) 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
44
of shares to be subscribed, the subscription payment period, the content of rights 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.
45
Walsin Technology Corporation Implementation Status of Repurchasing Company's Stock
Date:2025/04/30
| Date:2025/04/30 | ||
|---|---|---|
| Number of Times | 16th(the 2nd time of Year 2021) | 17th(the third time of Year 2021) |
| 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 |
46
[Attachment 6]
Walsin Technology Corporation
Material Transactions with Related Parties in 2024
The Company's material transactions with its related parties for the purchase or sale of goods, professional services or technical services, as well as for the acquisition or disposal of real estate or its right-of-use assets, or for the acquisition or disposal of assets other than real estate or its right-ofuse assets, with the transaction amount reaching or exceeding 20% of the Company's paid-in capital, 10% of its total assets, or NT$300 million, are listed as follows:
Date of Board Approval:2024/06/20
| Date of Board Approval:2024/06/20 | |
|---|---|
| Item and Nature of the Subject Matter | Shares of Walsin Electronics(S)Pte. Ltd. |
| Actual Transaction Amount | US$20,678,912.43 |
| Counterparty | Walsin Electronics(S)Pte. Ltd. |
| Relationship between the Counterparty and the Company |
The counterparty is a wholly-owned subsidiaryof the Company |
| Original Acquisition Date and Price, the Original Counterparty, and its Relationship with the Company and Related Parties Thereof |
Origianl Date of Acquisition: N/A Original Price: N/A Original Counterparty: N/A The Original Counterparty’s Relationship with the Company and Related Parties Thereof: N/A |
| Purpose, Necessity and Anticipated Benefit of the Acquisition or Disposal of Assets |
Long-term capital investment |
| Reason for Choosing the Related Party as a Counterparty |
Capital injection |
| Valuation Report/CPA’S Opinion | N/A |
| Transaction Restrictions and Other Important Provisions |
None |
Date of Board Approval:2024/08/01
| Date of Board Approval:2024/08/01 | |
|---|---|
| Name and Nature of the Subject Matter | Lease subject matter (plant&office) located at No.566-1, Gaoshi Road, Gaoshanli, Yangmei District, Taoyuan City |
| Actual Transaction Amount | NT$12,908 thousand |
| Counterparty | PROSPERITY DIELECTRICS CO.,LTD. |
| Relationship between the Counterparty and the Company |
The counterparty is a 43.13%-owned subsidiaryof the company. |
| Original Acquisition Date and Price, the Original Counterparty, and its Relationship with the Company and Related Parties Thereof |
Origianl Date of Acquisition: N/A Original Price: N/A Original Counterparty: N/A The Original Counterparty’s Relationship with the Company and Related Parties Thereof: N/A |
| Purpose, Necessity and Anticipated Benefit of the Acquisition or Disposal of Assets |
For use as office and plant. |
| Reason for Choosingthe Related Party | Renew theplant lease contract. |
47
| as a Counterparty | |
|---|---|
| Valuation Report/CPA’S Opinion | N/A |
| Transaction Restrictions and Other Important Provisions |
Transaction Restrictions: Should be used legally and not allow for sublease. Other Important Provisions: Termination of the lease contract should be notified by 6 months ago in advance. |
| Date of Board Approval:2024/12/03 | |
| Name and Nature of the Subject Matter | 1. Lease underlying asset(region A1&A2 office) located on 24F of No.1, Songzhi Road, Xinyi District, Taipei City 2. Five basementparkingspaces |
| Actual Transaction Amount | 1. NT$26,615 thousand 2. NT$1,752 thousand |
| Counterparty | Walsin Lihwa Corporation |
| Relationship between the Counterparty and the Company |
The trading counterparty holds 18.3% equityof the company. |
| Original Acquisition Date and Price, the Original Counterparty, and its Relationship with the Company and Related Parties Thereof |
Origianl Date of Acquisition: N/A Original Price: N/A Original Counterparty: N/A The Original Counterparty’s Relationship with the Company and Related Parties Thereof: N/A |
| Purpose, Necessity and Anticipated Benefit of the Acquisition or Disposal of Assets |
For use as headquarters office. |
| Reason for Choosing the Related Party as a Counterparty |
Renew the office lease contract. |
| Valuation Report/CPA’S Opinion | N/A |
| Transaction Restrictions and Other Important Provisions |
Transaction Restrictions: Should be used legally and not allow for sublease. (But sublease to related companies is allowed) Other Important Provisions: The house number of the leasing object is the registered address of the company |
48
[Attachment 7]
| 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 |
| 31 | 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. |
If the company makes a profit during the fiscal year, it shall allocate 2% to 10% as employee compensation(not less than 50% of the employee remuneration amount shall be allocated to grassroots employees),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, grassroots employee remunerationand director compensation in proportion to the preceding paragraph. |
Amended in accordance with Article 14, Paragraph 6 of the Securities and Exchange Act |
| 34 | The Articles of Association was established on July 6, 1970, The 1st amendment was made on May. 28, 1971…………The 44th amendment was made on Jun. 15, 2022. Effective after the resolution of the shareholders meeting, the |
The Articles of Association was established on July 6, 1970, The 1st amendment was made on May. 28, 1971…………The 44th amendment was made on Jun. 15, 2022.The 45th amendment was made on Jun. 17, 2025.Effective |
Add the date of revision. |
49
| amendment is also the same. | after the resolution of the shareholders meeting, the amendment is also the same. |
||
|---|---|---|---|
50
[Attachment 8]
| Walsin Technology Corporation Comparison Table of Amended Articles of Procedures for Acquisition and Disposal of Assets |
Walsin Technology Corporation Comparison Table of Amended Articles of Procedures for Acquisition and Disposal of Assets |
Walsin Technology Corporation Comparison Table of Amended Articles of Procedures for Acquisition and Disposal of Assets |
Walsin Technology Corporation Comparison Table of Amended Articles of Procedures for Acquisition and Disposal of Assets |
|---|---|---|---|
| Rule No. | Before Amendment | After Amendment | Explanation |
| V: Disposition | (1) Acquisition or disposal of assets (omission) 1. If the transaction amount reaches the following standards, it shall be approved by the board of directors: (1) Each transaction is worth NT$~~300~~million or more. (2) The cumulative amount of transactions with the same counterparty for the acquisition or disposal of the same nature exceeds NT$~~300~~million within one year. (3) The cumulative acquisition or disposal (acquisition and disposal respectively cumulative) of real estate or its use right assets under the same development plan is NT$~~300~~million or more within one year. (4) The cumulative amount of the same securities acquired or disposed of (acquisitions and disposals are cumulative) in one year is NT$~~300~~million or more. ~~(5) The transaction amount of the~~ |
(1) Acquisition or disposal of assets (omission) 1. If the transaction amount reaches the following standards, it shall be approved by the board of directors: (1) Each transaction is worth NT$600million or more. (2) The cumulative amount of transactions with the same counterparty for the acquisition or disposal of the same nature exceeds NT$600million within one year. (3) The cumulative acquisition or disposal (acquisition and disposal respectively cumulative) of real estate or its use right assets under the same development plan is NT$600million or more within one year. (4) The cumulative amount of the same securities acquired or disposed of (acquisitions and disposals are cumulative) in one year is NT$600million or more. The purchase and sale of domestic government bondsor foreign government bonds with a credit rating not lower than the sovereign rating of the Republic of |
Revised according to the actual operational needs of the company. |
| Procedures | |||
~~acquisition or disposal of~~ ~~equipment or the right to use~~ ~~assets for business use from~~ ~~non-related parties, or the~~ ~~acquisition of real estate by~~ ~~self-construction, leased~~ ~~construction, joint construction~~ ~~and subdivision joint construction~~ |
|||
my country,bonds with a call or sell-back condition, and the subscription or buy-back of money market funds issued by domestic securities investment trust enterprises may be exempted from reporting to the |
|||
| ~~,~~ ~~and profit sharing, or joint~~ ~~construction and subsale where~~ ~~the transaction counterparty is~~ |
51
| ~~not a related party, and the~~ ~~estimated transaction amount er~~ |
board of directors. |
||
|---|---|---|---|
| ~~p~~ ~~transaction or cumulative~~ ~~transaction amount is NT$500~~ ~~million or more.~~ The purchase and sale of government bonds, bonds with call or sell-back conditions, and the subscription or buy-back of money market funds issued by domestic securities investment trust enterprises may be exempted from reporting to the board of directors. |
|||
| VII. Precautions | (IV) The limits on the amount of real estate and its right-to-use assets or securities that the Company and its subsidiaries may purchase that are not for business purposes are as follows: (1) The total amount of real estate and right-to-use assets not used for business purposes in the Company’s consolidated financial statements shall not exceed 100% of the net value of the most recent financial statements. (2) The total amount of marketable securities in the consolidated financial statements of the Company shall not exceed ~~100%~~of the net value of the most recent financial statements; the limit on individual marketable securities shall not exceed~~50%~~of the net value of the most recent financial statements. (3) The amount of investment by a subsidiary of the Company in purchasing real estate and its right-to-use assets or securities not used for business purposes shall be limited to the proportions set forth in items (1) to (2) above |
(IV) The limits on the amount of real estate and its right-to-use assets or securities that the Company and its subsidiaries may purchase that are not for business purposes are as follows: (1) The total amount of real estate and right-to-use assets not used for business purposes in the Company’s consolidated financial statements shall not exceed 100% of the net value of the most recent financial statements. (2) The total amount of marketable securities in the consolidated financial statements of the Company shall not exceed 200%of the net value of the most recent financial statements; the limit on individual marketable securities shall not exceed100% of the net value of the most recent financial statements. (3) The amount of investment by a subsidiary of the Company in purchasing real estate and its right-to-use assets or securities not used for business purposes shall be limited to the proportions set forth in items (1) to (2) above |
|
52
==> picture [80 x 52] intentionally omitted <==
| in the most recent consolidated financial statements of each such subsidiary. |
in the most recent consolidated financial statements of each such subsidiary. |
||
|---|---|---|---|
53
[Attachment 9]
| [Attachment 9] | [Attachment 9] | [Attachment 9] | [Attachment 9] |
|---|---|---|---|
| Walsin Technology Corporation Comparison Table for Amendments to the rule of the Procedures of Endorsement and Guarantee |
|||
| Rule No. | Before Amendment | After Amendment | Explanation |
| 4.2 Endorsement guarantee approval authority: |
4.2 Endorsement and guarantee review authority: 4.2.2 Within the limits of 4.1.2 or 4.1.3 of these Rules, if the company's endorsement and guarantee limit for a single guaranteed company is NT$100 million (or equivalent foreign currency) or less (inclusive) and the period is within one year, the chairman of the board may make the decision when necessary and the matter may be ratified by the board of directors afterwards. Any amount or period exceeding this amount must be submitted to the board of directors for review and approval.~~Both of the above~~ ~~items must report the handling~~ ~~status and related matters to the~~ ~~shareholders' meeting for record.~~ |
4.2 Endorsement and guarantee review authority: 4.2.2 Within the limits of 4.1.2 or 4.1.3 of these Rules, if the company's endorsement and guarantee limit for a single guaranteed company is NT$100 million (or equivalent foreign currency) or less (inclusive) and the period is within one year, the chairman of the board may make the decision when necessary and the matter may be ratified by the board of directors afterwards. Any amount or period exceeding this amount must be submitted to the board of directors for review and approval. |
Revised in accordance with Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies and the Company's actual operational needs. |
54
[Attachment 10]
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 | Shares held as |
|---|---|---|---|---|---|---|---|
| of the book | |||||||
| closure date for | |||||||
| the meeting of | |||||||
| shareholders | |||||||
| (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, Chairman:INFO-TEK Corp., Prosperity Dielectrics Co., Silitech Technology Corp Director: Walsin Lihwa Corp., Nitsuko Electronics Corp., Kamaya Electric Co., Ltd. Vice Chairman and Chief Strategy Officer :Career Technology (MFG.) Co., Ltd. Corporation's Representative as director: Inpaq Technology Co., Ltd. |
12,887,461 |
| 2 | Director | Representative of Walsin Lihwa Corporation: Chiao 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 Technology Corp, Chin-Cherng Construction Co. United Industrial Gases |
88,902,325 |
- 55 -
| Serial No. |
Type of Nominee |
Name of Nominee |
Gender | Education | Experience | Current position | Shares held as |
|---|---|---|---|---|---|---|---|
| of the book | |||||||
| closure date for | |||||||
| the meeting of | |||||||
| shareholders | |||||||
| (Unit: Shares) | |||||||
| Co., Ltd, Song Yong Investment 、Taiwan Cement Corp.Corporation, Peaceful RiverCorp.Winbond International Corp. |
|||||||
| 3 | Director | Yeh Pei-Chen | Male | Minghsin University of Science and Technology |
Engineer of Industrial Technology Research Institute |
Corporation's Representative as Chairman -Giga-Byte Technology Co., Ltd, Corporation's Representative as Chairman: Giga Computing Technology Co., Ltd、, Giga Investment Corporation's Representative as director: BYTE International Co., Ltd, G-STYLE Ltd., Shun On Electronic Co., Limited, Spirox Corporation etc. Amida Technology Inc Director: Albatron TechnologyCo.,LTD. |
0 |
| 4 | Director | Representative of Oliver Co., Ltd.:Ku Li- Chin |
Male | Chung Yuan Christian University |
President of Walsin Technology Corporation |
Corporation's Representative as director and vice chairman: Walsin Technology Corporation |
2,178,000 |
| 5 | Independent Director |
Fan Po-Kang |
Male | Department of Accounting, University of California |
Senior Administrator of Bank of Communications Co., Ltd(Now is Mega International Commercial Bank, Ltd) Manager of Walsin Lihwa Corporation Independent director of |
Independent director:Walsin Technology Corporation |
0 |
- 56 -
| Serial No. |
Type of Nominee |
Name of Nominee |
Gender | Education |
Experience | Current position | Shares held as |
|---|---|---|---|---|---|---|---|
| of the book | |||||||
| closure date for | |||||||
| the meeting of | |||||||
| shareholders | |||||||
| (Unit: Shares) | |||||||
| Prosperity Dielectrics Co., Ltd. Chairman of Chaintech TechnologyCorporation |
|||||||
| 6 | Independent Director |
NG Chlen Chun |
Female | Department of Accounting, University of Washington |
Accenture Solutions Sdn Bhd, Kuala Lumpur, Malaysia-Financial and operations management |
Independent director Walsin Technology Corp. , |
0 |
| 7 | Independent Director |
Chang Ker-Hsin |
Female | J. F. Oberlin University |
Director OfTaiwan Farm Industry Co., Ltd. |
Director:Taiwan Farm Industry Co., Ltd. Vice Chairman: Xuyu Biotech Co., Ltd |
0 |
Reasons for Nominating for Three Consecutive Terms as Independent Director:
Independent Director Fan Po-Kang has sufficient professional knowledge and specializes in financial and accounting. He has many years of deep understanding of the Company. He continues to be nominated as an independent director candidate to leverage his expertise to provide professional advice and supervision to the Board of Directors.
- 57 -
[Attachment 11]
Walsin Technology Corporation
Explanations of involvement of directors or their related persons in the field of the Company's business
| Name | Positions in Other Companies | Positions in Other Companies |
|---|---|---|
| Chiao Yu-Heng . |
HannStar Board Corp. | Chairman and CEO(Chief Executive Officer) |
| Walton Advanced Engineering, Inc. |
Chairman and CEO(Chief Executive Officer) |
|
| Silitech Technology Corp. | Chairman | |
| Prosperity Dielectrics Co., Ltd | Chairman | |
| INFO-TEK Corporation | Chairman | |
| Nitsuko Electronics Corporation | Director | |
| Career Technology (MFG.) Co., Ltd. |
Vice Chairman and CSO(Chief StrategyOfficer) |
|
| Inpaq Technology Co., Ltd. | Corporation's Representative as director |
|
| Walsin Liwha Corporation | Walton Advanced Engineering, Inc. |
Director |
| Winbond Electronics Corporation | Director | |
| Hannstar Display Corp. | Director | |
| Kuang Tai Metal Industrial Co | Director | |
| Walsin Info-Electric Inc | Director | |
| Min Maw Precision Industry Corp. |
Director | |
| Representative of Walsin Lihwa Corporation- Chiao Yu-Cheng |
Winbond Electronics Corporation | Chairman and CEO(Chief Executive Officer) |
| Nuvoton Technology Corporation |
Director | |
| Winbond Electronics Corporation America |
Director |
|
| Yeh Pei-Chen | Giga-Byte Technology Co., Ltd | Corporation's Representative as Chairman |
| Byte International Co., Ltd | Corporation's Representative as director |
|
| G-Style Ltd | Corporation's Representative as director |
|
| Shun On Electronic Co., Limited | Corporation's Representative as director |
|
| Spirox Corporation | Corporation's Representative as director |
|
| Amida Technology Inc | Corporation's Representative as director |
|
| Albatron Technology Co., Ltd | Director |
58
[Regulation 1]
Articles of Association of Walsin Technology Corporation
Amended and approved by the annual shareholders' meeting on Jun. 15, 2022
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:
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a. Manufacturing, processing, and selling of semiconductor components.
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b. Manufacturing, processing, and selling of diode & photodiode products.
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c. Manufacturing, processing, and selling of semiconductor & photodiode materials.
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d. Providing semiconductor engineering, design, and technical services.
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e. Authorized reseller and distributor of electronic and photodiode products from domestic/international manufacturers.
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f. Manufacturing, processing, and selling of precision ceramics powder metallurgy.
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g. Manufacturing , processing , and selling of chip resistor, capacitor, and inductor.
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h. Manufacturing, processing, and selling of nickel hydrogen battery and lithium ion battery (rechargeable battery).
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i. Operating import/export trade and distribution businesses (authorized businesses excluded).
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j. CC01080 Electronic Parts and Components Manufacturing
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k. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
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l. F119010 Wholesale of Electronic Materials.
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m. F219010 Retail Sale of Electronic Materials.
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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.
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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
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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)
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Article 8. Shares which are transferred, lost or destroyed shall be handled in accordance with the Company Act and the relevant regulatory requirements.
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Article 9. (Deleted)
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Article 10. (Deleted)
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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.
-
When the company's shareholders' meeting is held, it may be held by video conference or other methods announced by the central competent authority.
-
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
60
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. 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 to decided.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.
61
-
The drafting of the company's capital increase or decrease is plan.
-
According to the law,the appointment and removal of important company personnel who are required by the board of directors.
-
Review of the company's business report.
-
The company's important property and real estate purchase and disposal plan.
-
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
62
statutory surplus reserve should be raised first, but this is not the case when the 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
63
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 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.
64
[Regulation 2]
Walsin Technology Corporation Rules of Procedures for Shareholders' Meetings
Amended and approved by the annual shareholders' meeting on Jun. 15, 2022
-
The rules of procedures for this Corporation's shareholders meetings(including physical shareholders meeting and video shareholder meeting) should be handled in accordance with these rules. Matters not stipulated in these rules should be handled in accordance with relevant laws and regulations and the company's articles of association.
-
Whenever the Rules refer to shareholders, they include the shareholders as well as any representative attending as their proxy.
-
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.
-
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
65
in the sign-in card to sign in on their behalf. If the sign-in card is handed over to the company, 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.
-
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.
-
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.
-
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
66
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.
-
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.
-
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.
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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.
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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.
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If the shareholder's speech is overtime or beyond the agenda, the chairman may stop his speech.
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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.
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After the shareholders have spoken, the chairman may personally or designate relevant personnel to reply.
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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.
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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.
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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.
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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".
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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.
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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.
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The chair may put the meeting in recess at appropriate times.
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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.
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These Rules shall take effect after approval by the shareholder meeting and the same procedure shall apply when they are amended.
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[Regulation 3]
Methods of Election of Directors of the Board Walsin Technology Corporation
Approved by shareholders’ meeting on Jun. 19, 2019
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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.
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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.
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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.
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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.
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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.
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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:
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Spouse.
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under second-degrees relatives.
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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.
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Article 3-3:(deleted)
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Article 4 At the election, the chairperson may appoint several persons from among
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the shareholders present to monitor the voting procedure, and may appoint others for ballot counting and
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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.
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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).
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Article 7 Ballots shall be deemed void under any of the following conditions:
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Ballots are not prepared by the method;
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Ballots are not completed in accordance with Article 6 ;
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The handwriting is blurry and indecipherable;
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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
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the nominee is not nominated in accordance with Article 18 of the company's articles of association;
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In addition to the name and shareholder account number of the electee, write other words;
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The number of candidates filled in the ballot exceeds the number of seats to be elected ;
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Ballots are not completed in accordance with Article 6 ;
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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.
Article 9 The Company shall issue notifications to the directors-elect.
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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.
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Article 11 The adoption of the Methods and any amendment to the Methods shall be approved at the Company’s shareholders’ meeting.
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