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WUS — AGM Information 2023
Jun 21, 2023
52004_rns_2023-06-21_55b6658d-e076-493e-a19c-4ed98b1203c5.pdf
AGM Information
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STOCK CODE : 2316
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WUS PRINTED CIRCUIT CO., LTD.
2023 Annual Meeting of Shareholders Meeting Handbook
Date : 9:00 a.m., Friday, June 16, 2023
PLACE : No. 600-7, Jiachang Rd., Nanzi Dist., Kaohsiung City
( This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistency between the Chinese original and this translation, the Chinese version shall prevail.)
Table of Contents
| Meeting Procedure····························································· | 1 |
|---|---|
| Meeting Agenda··································································· | 2 |
| Report Items ······································································ | 3 |
| Matters for Ratification························································· | 3~4 |
| Matters for Discussion··························································· | 4~5 |
| Elections············································································ | 5~9 |
| Other Proposals··································································· | 9~10 |
| Extempore Motions ······························································ | 10 |
| Appendices: | |
| 1. Business Report····························································· 11~12 | |
| 2. Audit Committee’s Review Report ····································· | 13 |
| 3. Financial Statements and Auditors’ Report for 2022 ··············· 14~37 | |
| 4. 2022 Earnings Distribution Statement ································· | 38 |
| 5. The Comparison Table for the Amendments to the「Articles of | |
| Incorporation」··························································· 39~42 | |
| 6. The Comparison Table for the Amendments to the「Rules of | |
| Procedures for Shareholders’ Meeting」 ····························· 43~45 | |
| 7. List of duties for candidates of directors and independent directors | |
| to release non-competition clauses ······································ 46~47 | |
| 8. Rules of Procedures for Shareholders’ Meeting | |
| (Before Revisions) ························································· 48~51 | |
| 9. Articles of Incorporation(Before Revisions) ·························· 52~57 | |
| 10. Rules Governing the Election of Directors···························· 58~59 | |
| 11. Shareholding of Directors ················································ | 60 |
| 12. The Impact of Stock Dividend Issuance on Business Performance, | |
| EPS, and Shareholder Return Rate ···································· | 61 |
WUS PRINTED CIRCUIT CO., LTD. Procedure for the 2023 Annual Meeting of Shareholders
1. Call the Meeting to order
2. Chairperson Remarks
3. Report Items
4. Matters for Ratification
5. Matters for Discussion
6. Elections
7. Other Proposals
8. Extempore Motions
9. Adjournment
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WUS PRINTED CIRCUIT CO., LTD. Agenda of Annual Meeting of Shareholders
Convening Method: Entity shareholders meeting
Time: 09:00 a.m. on Friday, June 16, 2023
Place: No. 600-7, Jiachang Rd., Nanzi Dist., Kaohsiung City
1. Call the Meeting to order
2. Chairperson Remarks
3. Report Items
- (1) 2022 Business Report.
(2) Audit Committee’s Review Report on the 2022 Financial Statements.
(3) Distribution of 2022 remuneration for employees and directors of the Board.
4. Matters for Ratification
(1) Ratification of 2022 business report and financial statements.
(2) Ratification of 2022 earnings distribution proposal.
5. Matters for Discussion
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「
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(1) Amendment to the Articles of Incorporation 」
「 (2) Amendment to the Rules of Procedures for Shareholders’ Meeting 」 .
6. Elections
(1) The 17[th] Election of directors.
7. Other Proposals
(1) Approve To release Non-competition clauses for directors of the company.
8. Extempore Motions
9. Adjournment
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Report Itmes
Report No. 1: 2022 Business Report.
Explanation: For the 2022 Business Report, please refer to page 11 to 12 of the Handbook (Appendix 1).
Report No. 2: Audit Committee’s Review Report on the 2022 Financial Statements Explanation: For the 2022 Audit Committee’s Review Report, please refer to page 13 of the Handbook (Appendix 2).
Report No. 3: Distribution of 2022 remuneration for employees and directors of the Board. Explanation: 1. Pursuant to the Article 29 of the Company's Articles of Incorporation, if the company is profitable (i.e. profit before tax and before remuneration distribution to the employees and Directors) in fiscal year, 0.1% to 10% (inclusive) of the profits shall be allocated as remuneration to employees whereas the Board of Directors meeting will make a resolution to issue the amount in shares or cash, with the issued targets include subordinating employees meeting certain conditions; the aforementioned amount of profits of the Company is resolved by the board meeting to allocate 2%(inclusive) or less as director remuneration.
2. The remuneration for employees and directors of the Board in 2022 have been approved by the board of directors to distribute employee remuneration NT$606,000 and director's remuneration NT$606,000 in cash. The amounts set for such remuneration is respectively 0.1%.
Matters for Ratification
Proposal No. 1 Please ratify the Company’s 2022 Business Report and Financial Statements.
(Proposed by the Board)
Explanation:
1. The company’s 2022 Financial Statements have been audited and certified by Deloitte & Touche.
2. Please ratify the 2022 Business Report refer to page 11 to 12 of the Handbook ( Appendix 1) and Financial Statements refer to page 14 to 37 of the Handbook ( Appendix 3) .
Resolution:
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Proposal No. 2 Please ratify the Company’s 2022 proposal for earnings distribution.
(Proposed by the Board)
Explanation:
1. The Board of Directors has drafted the Company’s 2022 proposal for profits distribution in accordance with the relevant regulations and Company’s Article of Incorporation, please refer to page 38 of the Handbook (Appendices 4).
2. A total of NT$91,370,268 shall be distributed as dividends, i.e., NT$0.5 per share.
3. The cash dividends will be distributed to the nearest dollar, and amount less than one dollars will be rounded down. The aggregated amount of the fractional amounts will be credited to Other Revenue by the Company.
4. If at a later date there is a buyback of the Company’s stock; transfer or cancellation of the Company’s treasury stock or exercises of Employee Stock Option, which affects the dividend rate of the shareholders, the management will request the Shareholders’ Meeting to authorize the board of the Directors to handle the situation and make adjustments accordingly.
5. Record date for dividend distribution: The board is authorized to set the date after it is approved at the shareholders meeting.
Resolution:
Matters for Discussion
Proposal No. 1
「 Please discuss the amendment to the Articles of Incorporation 」 .
(Proposed by the Board)
Explanation:
1. According to the amendments of laws and regulations, the company's 「 Articles of Incorporation 」 have been partially amended.
2. The Comparison Table for the Amendments to the 「 Articles of Incorporation 」 , please refer to page 39~42 of the Handbook (Appendices 5).
Resolution:
Proposal No. 2
「 Please discuss the amendment to the Rules of Procedures for Shareholders’ Meeting 」 .
(Proposed by the Board)
Explanation:
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1. According to the amendments of laws and regulations, the company's 「 Rules of Procedures for Shareholders’ Meeting 」 have been partially amended.
2. The Comparison Table for the Amendments to the 「 Rules of Procedures for Shareholders’ Meeting 」 , please refer to page 43~45 of the Handbook (Appendices 6).
Resolution:
Elections
Proposal No. 1
The 17[th] Election of Directors. (Proposed by the Board)
Explanation:
1. The term of the present directors of the Company have expired on June 15[th] , 2023. Election shall be held in accordance with the law.
2. According to Article 18 of the company’s “Articles of Incorporation”, the company has 5 to 9 directors, of which the number of independent directors is three, and the term of office is three years; the proposed election of 9 directors (including 3 independent directors) adopt Candidate nomination system, they are elected by the shareholder meeting from the list of candidates. The tenure of elected directors shall be commencing on June 16, 2023 and expiring on June 15, 2026, and the present directors are naturally dismissed from the date of election of the new directors.
3. The list of candidates is as follows:
| Title | Candidate Name |
Education & Experience | Current Positions |
|---|---|---|---|
| Director | Kang Chung Lung Investment Co., Ltd. Hsu, Huan-Chung Shares held: 9,373,111 |
WUS Printed Circuit Co., Ltd. —Chairman(representative) Cheng-Shiu Junior College of Technology |
WUS Printed Circuit Co., Ltd. —Chairman(representative) E-Kaung Industry Co., Ltd. — Chairman |
| Director | Jay Nan Hou Li Co., Ltd. Lu, Shu-Fen Shares held: 24,831,693 |
WUS Printed Circuit Co., Ltd. —Direcotr(representative) Tunghai University |
WUS Printed Circuit Co., Ltd. —Direoctr(representative) |
| Director | Chen, Chih-Kang Shares held: 344,250 |
Cheng Kung University WUS Printed Circuit Co., Ltd. —Director WUS Printed Circuit Co., |
WUS Printed Circuit Co., Ltd. —Director WUS Printed Circuit Co., Ltd. —General Manager |
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| Title | Candidate Name |
Education & Experience | Current Positions |
|---|---|---|---|
| Ltd.—General Manager | FuSheng Pecision Co., Ltd.— Independent Director |
||
| Director | Huang, Hsin-Chen Shares held: 0 |
Graduated from the College WUS Printed Circuit Co., Ltd. —Director WUS Printed Circuit (KUNSHAN) Co., Ltd.— Director |
WUS Printed Circuit Co., Ltd. —Director |
| Director | Lin, Ming-Yen Shares held: 137,700 |
Chung Hsing University WUS Printed Circuit Co., Ltd. —Director WUS Printed Circuit (KUNSHAN) Co., Ltd.— Director |
WUS Printed Circuit Co., Ltd.—Director WUS Printed Circuit (KUNSHAN) Co., Ltd.— Director |
| Director | Wu, Yueh-Chen Shares held: 1,156,680 |
Soochow University WUS Printed Circuit Co., Ltd., Director |
WUS Printed Circuit Co., Ltd. —Director |
| Independent Director |
Lai, Chien-Hung Shares held: 0 |
Soochow University Certified Public Accountants of Forever Ray Certified Public Accountants of Rich Harvest CPA’s Firm |
Certified Public Accountants of Forever Ray Forever Business Service Co., Ltd.—Chairman Long Ze Run Bao Taiwan Co., Ltd.—Chairman WebComm Technology Co. , Ltd.—Director |
| Independent Director |
LIN, C H Shares held: 0 |
University of Bridgeport, Mater of Business Administration Director of Taiwan Glass Ind. Corp. and COO of TGI Flat Glass & China Prod. |
Director of Taiwan Glass Ind. Corp. and COO of TGI Flat Glass & China Prod. Taiwan Glass China Holding Ltd.—Director TG Changjiang Glass Co., Ltd. —Chairman TG Chengdu Glass Co., Ltd., —Chairman TG Taichang Architectural Glass Co., Ltd.—Chairman TG XianyangGlass Co., Ltd. |
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| Title | Candidate Name |
Education & Experience | Current Positions |
|---|---|---|---|
| —Chairman TG Anhui Glass Co., Ltd. —Chairman TG Wuhan Architectural Glass Co., Ltd.—Chairman TG Yeda Solar Mirror Co., Ltd. —Chairman TG Yueda Autoglass Co., Ltd. —Chairman TG Hanzhong Silica Sand Co., Ltd.—Chairman Xianyang Jienengdun Glass Co., Ltd.—Executive Director & General Manager TAG China Holding Ltd.— Chairman Taiwan Autoglass Ind. Corp.— Chairman TG Qingdao Glass Co., Ltd.— Director Qingdao Rolled Glass Co., Ltd. —Director Taichia Glass Fiber Co., Ltd. —Director TG Huanan Glass Co., Ltd.— Director TG Tianjin Glass Co., Ltd.— Director TG Donghai Glass Co., Ltd.— Director Taichia Chengdu Glass Fiber Co., Ltd.—Director Taichia Bengbu Glass Fiber Co., Ltd. — Director Kunshan Energy Star Glass Co., Ltd. — Excutive Director & General Manager Wuhan Jienengzhixing Glass Co., Ltd. — Executive Director |
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| Title | Candidate Name |
Education & Experience | Current Positions |
|---|---|---|---|
| & General Manager TG Anhui Energy Co., Ltd. — Supervisor |
|||
| Independent Director |
Yang, Shih-Chien Shares held: 0 |
Northwestern University, Department of Electrical and Computer Engineering— Doctor Northwestern University, Department of Electrical and Computer Engineering— Masters National Taiwan University, Department of Electrical Engineering—Bachelor National Policy Advisor to the President, Office of the President Technology Consulting Team of Executive Yuan— Executive Yuan Minister and Convenor Ministry of Economic Affairs—Administratvie Deputy Minister Ministry of Economic Affairs—Political Deputy Minister Industrial Development Bureau, Ministry of Economic Affairs —Director General Science and Industrial Park, Ministry of Economic Affairs—Deputy Director Department of Planning and Evaluation, National Science council—Director Department of Overal PlanningCouncil for |
Tecom Co., Ltd., Director Yageo Corporation— Director MiTAC Inc.—Director Topkey Corporation— Independent Director Natural Beauty Bio-Technology, Ltd.— Independent Director |
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| Title | Candidate Name |
Education & Experience | Current Positions |
|---|---|---|---|
| Economic Planning and Development, Executive Yuan—Deputy Director & Senior Technical Specialist National Chung-Shan Institute of Science and Technology—Associate Researcher Global Strategic Investment Inc.—Chairman Huan Xun Ventrue Capital Inc.—Chairman Teco Electric & Machinery Co., Ltd.—Director Chuang You Enterprise Co., Ltd.—Director Tong Hsing Electronic Industries, Ltd.— Independent Director |
Election Results:
Other Pr ls oposa
Proposal No. 1 Approve To release Non-competition clauses for directors of the Company.
(Proposed by the Board)
Explanation:
1. Article 209 of the Company Act stipulates 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 meeting of shareholders the essential contents of such an act and secure its approval.
2. It is proposed to request the general meeting of shareholders to agree that the newly appointed directors and independent directors of the company have the non-compete behavior stipulated in Article 209 of the Company Act from the date of taking office, we
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request to release the non-competition clauses for the directors, and provided that such release will not infringe upon the interests of the Company. Please refer to page 46~47 of this handbook for the List of duties for candidates of directors and independent directors to release non-competition clauses (Appendices 7).
Resolution:
Extempore Motions
A rnment djou
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【 Appendices 1 】
Business Report
2022 is the year of economic upturn. Continued from the rise in demand in 2021, the demand for PCB-related products is on the rise in the first half of 2022. The net income in first half of 2022 was NT$1.81 billion, up NT$190 million or 11.7% from NT$1.62 billion in 2021. Due to prolonged adverse impacts such as the intensifying conflicts in the world, strong interest hike of USD which causes global inflation, and high inventory level, the consumer confidence was affected, resulting in shrinking end demand and manufacturing activities starting Q3. This has posed strong impact on the economy and also the demand for PCBs, and subsequently affected the company. The company’s revenue from July to December 2022 was NT$1.22 billion, down NT$570 million or 31.84% from NT$1.79 billion in the same period in 2021. This significant decrease has resulted in a gross loss.
Although the growth of applications of AI, self-driving, e-vehicles and IoTs are expected to continue into 2023, the demand PCB remained unclear due to continued adverse factors from 2022. We expect a continued weak market and revenue in the first half of 2023. However, as destocking and low inventory level policy continues, we are expecting a recovery in the operation in the second half of 2023. In the face of uncertainties in international political and economic situations, we will be facing tougher challenges, and we do not expect an optimistic prospect in 2023. Nevertheless, we will continue to uphold our philosophy of pragmatism, reduce expenses, and maintain momentum in order to mitigate adverse impacts on the company.
- Execution performance of business plan of 2022
A. Business Performance
unit: NT thousand dollars
| Item Net Operating Revenue Operating Cost Gross Profit (loss) Operating Expenses Loss from Operations |
2022 | % 100 105 (5) 9 (14) |
2021 | % 100 95 5 8 (3) |
Increase (Decrease) |
|---|---|---|---|---|---|
| Amount $3,030,730 3,182,109 (151,379) 275,177 ($426,556) |
Amount $3,411,343 3,235,362 175,981 286,731 ($110,750) |
Amount | |||
| (380,613) (53,253) |
|||||
| (327,360) (11,554) |
|||||
| (315,806) |
Due to a sharp downturn in the market demand in the second half of 2022, the company’s 2022 operating revenue decreased by NT$380 million from 2021, resulting in operating gross loss. The 2022 operating gross profit decreases by NT$327 million compared to 2021.
The company will continue to reduce expenses, increase production efficiency and production quality so as to improve its production efficiency and competitiveness.
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B. Net Non-operating Income
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The net non-operating income of 2022 is NT$1.031 billion, up NT$310 million from 2021, which is mainly due to the increase of NT$250 million in income from subsidiaries under equity method.
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C. To conclude, the 2022 net income of the company goes around NT$511 million.
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Description of Assets and Liability
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The total assets as of the end of 2022 is NT$ 12.601 billion, with debt ratio of 36%. The total equity as of the end of 2022 is NT$8.042 billion, with net value per share at NT$44.33 after deducting the equivalent issue shares converted from the shares held by subsidiaries in the company. The financial structure and the credit capacity remain stable and healthy. Thus the financial capacity of the company is generally in steady-state situation.
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Research and Development Status
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To enhance the competitiveness of the company, the expense for the research and development accounts for approximately 1% of the sales in 2022.
Chairman:Hsu, Huan-Chung President: Chen, Chih-Kang Accounting Supervisor: Chen, Chi-Nan
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【 Appendices 2 】
Audit Committee’s Review Report
The Board of Directors has prepared and submitted the 2022 business report, financial statements, and earnings distribution proposal, of which the financial statements have been audited by Deloitte & Touche. These have been reviewed by the Audit Committees correctly portraying WUS's business activities. In accordance with relevant regulations of the Securities and Exchange Act and the Company Act, this report is submitted for shareholder’s examination.
WUS PRINTED CIRCUIT CO., LTD.
Audit Committee convener: LAI, CHIEN-HUNG
March 27, 2023
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【 Appendices 3 】
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INDEPENDENT AUDITORS' REPORT
WUS Printed Circuit Co., Ltd.
Opinion
We have audited the accompanying standalone financial statements of WUS Printed Circuit Co., Ltd. (the Company), which comprise the standalone balance sheets as of December 31, 2022 and 2021, and the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the standalone financial statements, including a summary of significant accounting policies. (collectively referred to as the “financial statements”)
In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter paragraph) the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2022 and 2021, and its standalone financial performance and its standalone 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 audit of the financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Standalone 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. Based on our audits and the report of other audits, 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 standalone financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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The key audit matters identified in the Company’s standalone financial statements for the year ended December 31, 2022 are stated as follows:
Occurrence of revenue from major customers
The revenue of the Company is concentrated in the top ten customers, accounting for 69% of the overall revenue. Due to the concentration of orders, the major customers may have a dominant position. Therefore, the occurrence of revenue from the top ten customers meeting some characteristics is listed as key audit matters.
Our audit procedure performed included the following regarding the revenue of the above-mentioned customers:
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Understand revenue processes and internal control systems, and test the effectiveness of identified critical controls.
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Obtain the annual revenue details and check their completeness, screen out the revenue details of the above customers and select samples.
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Check whether the order for the selected sample is properly approved by the responsible officer.
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Verify that the related shipment documents of the selected sample are consistent with the item and amount of original order, so as to test the authenticity of the revenue.
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Understand the payment recovery situation of the selected sample, and verify whether collection object of the accounts receivable is the same as the sales object.
Other Matter
The financial statements of Wus (KunShan) Printed Circuit Co., Ltd., an investment company using the equity method included in the financial statement of subsidiaries-Wus Group Holdings Co., Ltd was audited by other auditor. Therefore, our opinion on the amounts and disclosures of such investments included in the accompanying financial statements was based on the report of other auditors. Such investments accounted for using the equity method amounted to NT$4,586,869 thousand and NT$3,947,063 thousand, representing 36% and 31% of the Company’s total assets as of December 31, 2022 and 2021, respectively, and the share of the profit of associates amounted to NT$774,758 thousand and NT$588,744 thousand, representing 128% and 97% of the Company’s total comprehensive income for the years ended December 31, 2022 and 2021, respectively.
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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 standalone 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 standalone financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
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to draw attention in our auditors’ report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone 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 Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2022 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 Lee-Yuan Kuo and Chao-Chun Wang.
Deloitte & Touche Taipei, Taiwan Republic of China March 27, 2023
Notice to Readers
The accompanying standalone financial statements are intended only to present the standalone financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the
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Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such standalone financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying standalone 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 standalone financial statements shall prevail.
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WUS Printed Circuit Co., Ltd. STANDALONE BALANCE SHEETS AS OF DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash(Notes 4 and 6) Financial assets at fair value through profit or loss - current(Notes 4 and 7) Accounts receivable, net(Notes 4、9 and 20) Accounts receivable from related parties(Notes 4、9、20 and 27) Other receivables(Notes 9 and 27) Current tax assets(Notes 22) Inventories, net(Notes 4、5 and 10) Prepayments Other financial assets - current(Notes 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) Investments accounted for using the equity method(Notes 4 and 12) Property, plant and equipment(Notes 4, 5, 13, 28 and 29) Right-of-use assets(Notes 4 and 14) Deferred tax assets(Notes 4 and 22) Refundable Deposits Other financial assets - non-current(Notes 11 and 28) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings(Notes 15) Short-term notes and bills payable(Notes 15) Accounts payable(Notes 16 and 27) Other payables(Notes 17 and 27) Current tax liabilities(Notes 22) Lease liabilities - current(Notes 4 and 14) Current portion of long-term borrowings(Notes 15 and 28) Current refund liabilities(Notes 4) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings(Notes 15 and 28) Deferred tax liabilities(Notes 4, 5 and 22) Lease liabilities - non-current(Notes 4 and 14) Net defined benefit liability(Notes 4 and 18) Deposits received Total non-current liabilities Total liabilities EQUITY(Notes 4 and 19) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL |
December 31,2022 NT$ % $ 19,226 - 27,049 - 506,898 4 57,741 - 27,627 - 737 - 559,459 5 107,268 1 12,569 - 1,352 - 1,319,926 10 79,500 - 8,420,222 67 2,376,114 19 88,840 1 82,007 1 355 - 234,230 2 11,281,268 90 $ 12,601,194 100 $ 384,000 3 349,279 3 284,088 2 429,927 3 - - 7,906 - 548,462 5 36,369 - 19,507 - 2,059,538 16 1,647,654 13 665,474 5 84,243 1 101,989 1 61 - 2,499,421 20 4,558,959 36 1,827,405 15 378,706 3 877,928 7 1,899,580 15 3,735,597 30 6,513,105 52 583,964 ) ( 5 ) 93,017 ) ( 1 ) 8,042,235 64 $ 12,601,194 100 |
December 31,2021 | December 31,2021 | ||
|---|---|---|---|---|---|
( ( |
( ( |
NT$ $ 43,255 27,531 953,082 62,680 32,546 - 860,707 112,443 - 1,459 2,093,703 70,000 7,667,014 2,081,028 97,229 65,332 355 472,421 10,453,379 $ 12,547,082 $ 230,000 349,561 559,641 415,380 39,007 7,768 517,308 22,467 21,714 2,162,846 1,909,392 532,527 92,149 168,814 889 2,703,771 4,866,617 1,827,405 345,863 824,768 1,906,502 3,400,596 6,131,866 531,652 ) ( 93,017 ) ( 7,680,465 $ 12,547,082 |
% - - 8 1 - - 7 1 - - 17 1 61 16 1 - - 4 83 100 2 3 5 3 - - 4 - - 17 15 5 1 1 - 22 39 15 3 7 15 27 49 5 ) 1 ) 61 100 |
The accompanying notes are an integral part of the standalone financial statements. (With Deloitte & Touche auditors’ report dated March 27, 2023)
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WUS Printed Circuit Co., Ltd. STANDALONE STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE(Notes 4, 20 and 27) Net sales revenue OPERATING COSTS(Notes 10, 18, 21 and 27) GROSS PROFIT (LOSS) OPERATING EXPENSES(Notes 9, 18, 21 and 27) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES(Notes 13 and 21) Interest income Other income Other gains and losses Finance costs Share of profit of subsidiaries Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE(Notes 4 and 22) NET PROFIT FOR THE YEAR |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | ||
|---|---|---|---|---|---|
| 2022 | 2021 | ||||
| Amount % $ 3,411,343 100 3,235,362 95 175,981 5 123,305 4 121,340 4 42,135 - ( 49 ) - 286,731 8 ( 110,750 ) ( 3 ) 10,631 - 1,776 - ( 8,236 ) - ( 29,772 ) ( 1 ) 746,413 22 720,812 21 610,062 18 76,509 2 533,553 16 (Continued) |
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| OTHER COMPREHENSIVE INCOME (LOSS)(Notes 18, 19 and 22) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Share of other comprehensive income (loss) of subsidiaries Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translation of the financial statements of foreign operations Share of other comprehensive income (loss) of subsidiaries Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income for the year (net of income tax) TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE(Notes 23) Basic Diluted |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2022 Amount % $ 66,741 3 ( 126,652 ) ( 4 ) ( 13,348 ) ( 1 ) 50,693 2 42,232 1 ( 18,585 ) ( 1 ) 1,081 - $ 511,668 17 $ 2.81 $ 2.81 |
2021 | |
| Amount % ( $ 19,839 ) ( 1 ) 32,033 1 3,968 - 18,889 1 12,959 - ( 6,369 ) - 41,641 1 $ 575,194 17 $ 2.94 $ 2.94 |
The accompanying notes are an integral part of the standalone financial statements. (Concluded) (With Deloitte & Touche auditors’ report dated March 27, 2023)
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WUS Printed Circuit Co., Ltd. STANDALONE STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2021 Appropriation of 2020 earnings(Notes 19) Legal reserve Cash dividends Changes in equity of associates accounted for using equity method Other changes in capital surplus Net profit for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 Cash Dividends received by subsidiaries from the Company to adjust capital surplus Disposal of investments in equity instruments at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2021 Appropriation of 2021 earnings(Notes 19) Legal reserve Reversal of special reserve Cash dividends Changes in equity of associates accounted for using equity method Other changes in capital surplus Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 Cash Dividends received by subsidiaries from the Company to adjust capital surplus BALANCE AT DECEMBER 31, 2022 |
Ordinary Shares Capital Surplus $ 1,827,405 $ 316,987 - - - - - - - 22,824 - 4,093 - - - - - - - 1,959 - - 1,827,405 345,863 - - - - - - - - - 31,815 - ( 278 ) - - - - - - - 1,306 $ 1,827,405 $ 378,706 |
Retained Earnings | Total $ 5,874,377 - 274,111 ) 274,111 ) - - 533,553 15,871 ) 517,682 - 13,918 6,131,866 - - 182,741 ) 182,741 ) - - 510,587 53,393 563,980 - $ 6,513,105 |
Other Equity Exchange Differences on Translation Unrealized Gains (Losses) on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income Total Other Equity Treasury shares ($ 446,515 ) ($ 128,731 ) ($ 575,246 ) ($ 93,017 ) - - - - - - - - ( - - - - ( - - - - - - - - - - 25,479 32,033 57,512 - 25,479 32,033 57,512 - - - - - - ( 13,918 ) ( 13,918 ) - ( 421,036 ) ( 110,616 ) ( 531,652 ) ( 93,017 ) - - - - - - - - - - - - ( - - - - ( - - - - - - - - ( - - 74,340 ( 126,652 ) ( 52,312 ) - 74,340 ( 126,652 ) ( 52,312 ) - - - - - ($ 346,696 ) ($ 237,268 ) ($ 583,964 ) ($ 93,017 ) |
Total Equity $ 7,350,506 - 274,111 ) 274,111 ) 22,824 4,093 533,553 41,641 575,194 1,959 - 7,680,465 - - 182,741 ) 182,741 ) 31,815 278 ) 510,587 1,081 511,668 1,306 $ 8,042,235 |
|
|---|---|---|---|---|---|---|
| Legal Reserve Special Reserve Unappropriated Earnings $ 783,624 $ 1,906,502 $ 3,184,251 41,144 - ( 41,144 ) - - ( 274,111 ) ( 41,144 - ( 315,255 ) ( - - - - - - - - 533,553 - - ( 15,871 ) ( - - 517,682 - - - - - 13,918 824,768 1,906,502 3,400,596 53,160 - ( 53,160 ) - ( 6,922 ) 6,922 - - ( 182,741 ) ( 53,160 ( 6,922 ) ( 228,979 ) ( - - - - - - - - 510,587 - - 53,393 - - 563,980 - - - $ 877,928 $ 1,899,580 $ 3,735,597 |
The accompanying notes are an integral part of the standalone financial statements.
(With Deloitte & Touche auditors’ report dated March 27, 2023)
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WUS Printed Circuit Co., Ltd. STANDALONE STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss (gain) Net gain on financial assets at fair value through profit or loss Finance costs Interest income Share of the profit of subsidiaries Gain on disposal of property, plant and equipment Impairment loss recognized on non-financial assets Changes in operating assets and liabilities Accounts receivable Accounts receivable from related parties Other receivables Inventories Prepayments Other current assets Accounts payable Other payables Other current liabilities Net defined benefit liability Refund liabilities Cash generated from (used in) operations Dividends received Income taxes paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income |
For the Year Ended December 31 |
|---|---|
| 2022 2021 $ 604,601 $ 610,062 312,104 289,046 3,966 4,117 560 ( 49 ) ( 187 ) ( 86 ) 33,569 29,772 ( 7,179 ) ( 10,631 ) ( 999,697 ) ( 746,413 ) ( 1,071 ) ( 698 ) 106,599 38,021 445,624 ( 221,661 ) 4,939 ( 3,986 ) 4,619 ( 3,286 ) 247,649 ( 329,476 ) 1,209 ( 7,599 ) 107 83 ( 275,553 ) 89,387 40,546 4,333 ( 2,207 ) 6,326 ( 84 ) ( 100,954 ) 13,902 ( 7,921 ) 534,016 ( 361,613 ) 245,883 648,738 ( 49,419 ) ( 29,334 ) 730,480 257,791 ( 9,500 ) ( 70,000 ) (Continued) |
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WUS Printed Circuit Co., Ltd.
STANDALONE STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
| Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Proceeds from capital reduction of investments accounted for using the equity method Payment for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in other financial assets Interest received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in deposits received Repayment of the principal portion of lease liabilities Dividends paid Interest paid Dividends unclaimed (claimed) over time from shareholders Net cash used in financing activities NET DECREASE IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR |
For the Year Ended December 31 |
|---|---|
| 2022 2021 ( $ 194,610 ) ( $ 570,500 ) 195,279 604,813 - 42,675 ( 669,173 ) ( 471,285 ) 1,132 3,668 - ( 10 ) 225,622 223,864 7,479 12,270 ( 443,771 ) ( 224,505 ) 154,000 83,000 686,875 1,500,000 ( 917,307 ) ( 1,367,693 ) ( 828 ) ( 12 ) ( 7,768 ) ( 7,633 ) ( 182,741 ) ( 274,111 ) ( 42,691 ) ( 33,565 ) ( 278 ) 4,093 ( 310,738 ) ( 95,921 ) ( 24,029 ) ( 62,635 ) 43,255 105,890 $ 19,226 $ 43,255 |
The accompanying notes are an integral part of the standalone financial statements. (Concluded) (With Deloitte & Touche auditors’ report dated March 27, 2023)
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REPRESENTATION LETTER
The entities that are required to be included in the consolidated financial statements of affiliates under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2022 are all the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the consolidated financial statements of affiliates is included in the consolidated financial statements of WUS Printed Circuit Co., Ltd. and its subsidiaries. Consequently, WUS Printed Circuit Co., Ltd. and its subsidiaries did not prepare a separate set of combined financial statements.
Very truly yours,
WUS Printed Circuit Co., Ltd. By
HSU, HUAN-CHUNG Chairman March 27, 2023
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INDEPENDENT AUDITORS'REPORT
WUS Printed Circuit Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of WUS Printed Circuit Co., Ltd. (the “Company”) and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2022 and 2021, 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, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, based on our audits and the reports 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 Company and its subsidiaries as of December 31, 2022 and 2021, and their consolidated financial performance and their consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.
Basis for Opinion
We conducted our audit of the consolidated financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other auditors, 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
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in our audit of the consolidated financial statements for the year ended December 31, 2022. 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 matters identified in the Company and its subsidiaries’ consolidated financial statements for the year ended December 31, 2022 are stated as follows:
Occurrence of revenue from major customers
The revenue of the Company and its subsidiaries are concentrated in the top ten customers, accounting for 67% of the overall revenue. Due to the concentration of orders, the major customers may have a dominant position. Therefore, the occurrence of revenue from the top ten customers meeting some characteristics is listed as key audit matters.
Our audit procedure performed included the following regarding the revenue of the above-mentioned customers:
-
Understand revenue processes and internal control systems, and test the effectiveness of identified critical controls.
-
Obtain the annual revenue details and check their completeness, screen out the revenue details of the above customers and select samples.
-
Check whether the order for the selected sample is properly approved by the responsible officer.
-
Verify that the related shipment documents of the selected sample are consistent with the item and amount of original order, so as to test the authenticity of the revenue.
-
Understand the payment recovery situation of the selected sample, and verify whether collection object of the accounts receivable is the same as the sales object.
Other Matter
The financial statements of Wus (KunShan) Printed Circuit Co., Ltd., an investment company using the equity method included in consolidated financial statements of the Company and its subsidiraries was audited by other auditor. Therefore, our opinion on the amounts and disclosures of such investments included in the accompanying financial statements were based on the financial statements audited by other auditors. Such investments accounted for using the equity method amounted to NT$4,586,869 thousand and NT$3,947,063 thousand, representing 35% and 29% of the Company and its subsidiaries’ total assets as of December 31, 2022 and 2021, respectively; and the share of the profit of these associates amounted to NT$774,758 thousand and NT$588,744 thousand, representing 119% and 91% of the Company and its subsidiaries’ total comprehensive income for the years ended December 31, 2022 and 2021, respectively.
We have also audited the standalone financial statements of the Company as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion with other matter paragraph.
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Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC 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 Company and its subsidiaries’ 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 and its subsidiaries 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 and its subsidiaries’ financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
2 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company and its subsidiaries’ internal control.
-
28 -
-
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 and its subsidiaries’ 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 Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Company and its subsidiaries’ 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, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Lee-Yuan Kuo and Chao-Chun Wang.
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Deloitte & Touche Taipei, Taiwan Republic of China March 27, 2023
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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WUS Printed Circuit Co., Ltd. and Subsidiaries CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents(Note 4 and 6) Financial assets at fair value through profit or loss - current(Note 4 and 7) Notes receivable(Note 4、9 and 21) Accounts receivable, net(Note 4、9 and 21) Accounts receivable from related parties(Note 4、9、21 and 28) Other receivables(Note 9 and 28) Current tax assets(Note 23) Inventories, net(Note 4、5 and 10) Prepayments Other financial assets - current(Note 11) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current(Note 4 and 8) Investments accounted for using the equity method(Note 4 and 13) Property, plant and equipment(Note 4、5、14、28、29 and 30) Right-of-use assets(Note 4 and 15) Intangible assets(Note 4) Deferred tax assets(Note 4 and 23) Prepayments for business facilities Refundable Deposits Other financial assets - non-current(Note 11 and 29) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings(Note 16) Short-term notes and bills payable(Note 16) Current contract liabilities(Note 4 and 21) Accounts payable(Note 17 and 28) Other payables(Note 18 and 28) Current tax liabilities(Note 23) Lease liabilities - current(Note 4 and 15) Current portion of long-term borrowings(Note 16 and 29) Current refund liabilities(Note 4) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings(Note 16 and 29) Liability provisions – non-current(Note 4) Deferred tax liabilities(Note 4、5 and 23) Lease liabilities - non-current(Note 4 and 15) Net defined benefit liability(Note 4 and 19) Deposits received Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABALE TO OWNERS OF THE COMPANY(Note 4 and 20) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL |
December 31,2022 Amount % $ 629,692 5 294,358 2 - - 977,399 7 62,982 - 139,108 1 737 - 1,033,718 8 116,170 1 1,601,335 13 3,958 - 4,859,457 37 128,259 1 4,586,869 35 2,621,850 20 102,157 1 1,591 - 160,178 1 - - 355 - 652,230 5 8,253,489 63 $ 13,112,946 100 $ 384,000 3 349,279 3 131,625 1 508,583 4 528,123 4 26,653 - 9,035 - 548,462 5 38,499 - 21,029 - 2,545,288 20 1,647,654 13 254 - 690,601 5 84,804 1 101,989 1 61 - 2,525,423 20 5,070,711 40 1,827,405 14 378,706 3 877,928 7 1,899,580 14 3,735,597 27 6,513,105 48 583,964 ) ( 4 ) 93,017 ) ( 1 ) 8,042,235 60 $ 13,112,946 100 |
December 31,2021 | |
|---|---|---|---|
( ( |
Amount % $ 561,976 4 841,162 6 9,391 - 1,524,265 11 65,451 - 112,827 1 - - 1,465,922 11 126,884 1 984,183 7 4,186 - 5,696,247 41 187,486 1 3,947,063 29 2,358,876 17 109,585 1 1,076 - 137,558 1 5,042 - 355 - 1,362,121 10 8,109,162 59 $ 13,805,409 100 $ 742,322 5 349,561 3 140,062 1 1,015,738 7 501,853 4 64,872 - 8,251 - 517,308 4 26,268 - 23,954 - 3,390,189 24 1,909,392 14 282 - 563,229 4 92,149 1 168,814 1 889 - 2,734,755 20 6,124,944 44 1,827,405 13 345,863 3 824,768 6 1,906,502 14 3,400,596 25 6,131,866 45 ( 531,652 ) ( 4 ) ( 93,017 ) ( 1 ) 7,680,465 56 $ 13,805,409 100 |
The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 27, 2023)
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WUS Printed Circuit Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE(Note 4、21 and 28) Net sales revenue Other operating revenue, net Total operating revenue OPERATING COSTS(Note 10、19、 22 and 28) GROSS PROFIT OPERATING EXPENSES(Note 9、 19 and 22) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses PROFIT (LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES(Note 13 and 22) Interest income Other income Other gains and losses Finance costs Share of the profit of associates PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE(Note 4 and 23) NET PROFIT FOR THE YEAR |
For the Year Ended | For the Year Ended | December 31 | ||
|---|---|---|---|---|---|
| 2022 | 2021 | ||||
| Amount % $ 5,320,828 99 28,885 1 5,349,713 100 4,907,918 92 441,795 8 150,935 3 235,668 4 45,863 1 ( 49 ) - 432,417 8 9,378 - 77,113 2 2,583 - 4,881 - ( 32,421 ) ( 1 ) 588,744 11 640,900 12 650,278 12 116,725 2 533,553 10 (Continued) |
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| OTHER COMPREHENSIVE INCOME (LOSS)(Note 19、20 and 23) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gains (losses) on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive income (loss) of associates Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translation of the financial statements of foreign operations Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income for the year (net of income tax) TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2022 Amount % $ 66,741 1 ( 68,727 ) ( 1 ) ( 57,925 ) ( 1 ) ( 13,348 ) - 92,925 2 ( 18,585 ) - 1,081 1 $ 511,668 11 |
2021 | |
| Amount % ( $ 19,839 ) - ( 38,343 ) ( 1 ) 70,376 1 3,968 - 31,848 1 ( 6,369 ) - 41,641 1 $ 575,194 11 |
(Continued)
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| NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Company TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company EARNINGS PER SHARE(Note 24) Basic Diluted |
For the Year Ended | For the Year Ended | December 31 | |
|---|---|---|---|---|
| 2022 Amount % $ 510,587 $ 511,668 $ 2.81 $ 2.81 |
2021 | |||
| Amount % $ 533,553 $ 575,194 $ 2.94 $ 2.94 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded) (With Deloitte & Touche auditors’ report dated March 27, 2023)
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WUS Printed Circuit Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars, Except Dividends Per Share)
| BALANCE AT JANUARY 1, 2021 Appropriation of 2020 earnings(Notes 20) Legal reserve Cash dividends Changes in equity of associates accounted for using equity method Other changes in capital surplus Net profit for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 Cash Dividends received by subsidiaries from the Company to adjust capital surplus Disposal of investment in equity instruments at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2021 Appropriation of 2021 earnings(Notes 20) Legal reserve Reversal of special reserve Cash dividends Changes in equity of associates accounted for using equity method Other changes in capital surplus Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 Cash Dividends received by subsidiaries from the Company to adjust capital surplus BALANCE AT DECEMBER 31, 2022 |
Ordinary Shares Capital Surplus $ 1,827,405 $ 316,987 - - - - - - - 22,824 - 4,093 - - - - - - - 1,959 - - 1,827,405 345,863 - - - - - - - - - 31,815 - ( 278 ) - - - - - - - 1,306 $ 1,827,405 $ 378,706 |
Retained Earnings | Total $ 5,874,377 - 274,111 ) 274,111 ) - - 533,553 15,871 ) 517,682 - 13,918 6,131,866 - - 182,741 ) 182,741 ) - - 510,587 53,393 563,980 - $ 6,513,105 |
Other Equity Exchange Differences on Translation Unrealized Gains (Losses) on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income Total Other Equity Treasury shares ($ 446,515 ) ($ 128,731 ) ($ 575,246 ) ($ 93,017 ) - - - - - - - - ( - - - - ( - - - - - - - - - - 25,479 32,033 57,512 - 25,479 32,033 57,512 - - - - - - ( 13,918 ) ( 13,918 ) - ( 421,036 ) ( 110,616 ) ( 531,652 ) ( 93,017 ) - - - - - - - - - - - - ( - - - - ( - - - - - - - - ( - - 74,340 ( 126,652 ) ( 52,312 ) - 74,340 ( 126,652 ) ( 52,312 ) - - - - - ($ 346,696 ) ($ 237,268 ) ($ 583,964 ) ($ 93,017 ) |
Total Equity $ 7,350,506 - 274,111 ) 274,111 ) 22,824 4,093 533,553 41,641 575,194 1,959 - 7,680,465 - - 182,741 ) 182,741 ) 31,815 278 ) 510,587 1,081 511,668 1,306 $ 8,042,235 |
|
|---|---|---|---|---|---|---|
| Legal Reserve Special Reserve Unappropriated Earnings $ 783,624 $ 1,906,502 $ 3,184,251 41,144 - ( 41,144 ) - - ( 274,111 ) ( 41,144 - ( 315,255 ) ( - - - - - - - - 533,553 - - ( 15,871 ) ( - - 517,682 - - - - - 13,918 824,768 1,906,502 3,400,596 53,160 - ( 53,160 ) - ( 6,922 ) 6,922 - - ( 182,741 ) ( 53,160 ( 6,922 ) ( 228,979 ) ( - - - - - - - - 510,587 - - 53,393 - - 563,980 - - - $ 877,928 $ 1,899,580 $ 3,735,597 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 27, 2023)
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WUS Printed Circuit Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss (gain) Net gain on financial assets at fair value through profit or loss Finance costs Interest income Share of the profit of associates Gain (loss) on disposal of property, plant and equipment Impairment loss recognized on non-financial assets Others Changes in operating assets and liabilities Notes receivable Accounts receivable Accounts receivable from related parties Accounts receivable Inventories Increase in prepayments Other current assets Contract liabilities Accounts payable Other payables Liability provisions Other current liabilities Net defined benefit liability Refund liabilities Cash generated from (used in) operations Dividends received Income tax paid Net cash generated from (used in) operating activities |
For the Year Ended December 31 |
|---|---|
| 2022 2021 $ 648,350 $ 650,278 364,149 339,779 4,738 6,806 560 ( 49 ) ( 18,557 ) ( 20,901 ) 37,685 32,421 ( 81,176 ) ( 77,113 ) ( 774,758 ) ( 588,744 ) ( 2,239 ) 40 115,379 99,609 456 3,322 9,391 ( 9,391 ) 546,306 ( 356,706 ) 2,469 ( 7,352 ) 8,381 ( 6,547 ) 366,692 ( 665,309 ) 6,748 ( 16,585 ) 228 ( 738 ) ( 8,437 ) ( 150,105 ) ( 507,155 ) 263,007 55,700 4,310 ( 123 ) ( 181 ) ( 2,925 ) 6,792 ( 84 ) ( 100,954 ) 12,170 ( 7,347 ) 783,948 ( 601,658 ) 159,535 190,981 ( 103,316 ) ( 77,712 ) 840,167 ( 488,389 ) (Continued) |
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| For | For | the Year Ended December | the Year Ended December | the Year Ended December | the Year Ended December | 31 | |
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
| Acquisition of financial assets at fair value through | |||||||
| other comprehensive income | ( | $ | 9,500 |
) | ( $ | 70,000 |
) |
| Acquisition of financial assets at fair value | |||||||
| through profit or loss | ( | 1,193,530 | ) | ( | 2,501,680 | ) | |
| Proceeds from disposal of financial assets at fair | |||||||
| value through profit or loss | 1,772,674 | 2,311,560 | |||||
| Payment for property, plant and equipment | ( | 681,451 | ) | ( | 482,071 | ) | |
| Proceeds from disposal of property, plant and | |||||||
| equipment | 2,308 | 3,694 | |||||
| Increase in refundable deposits | - | ( | 10 | ) | |||
| Acquisition of intangible assets | ( | 1,274 | ) | - | |||
| Decrease in other financial assets | 104,999 | 427,239 | |||||
| Interest received | 46,514 | 40,116 | |||||
| Net cash generated from (used in) | |||||||
| investing activities | 40,740 | ( | 271,152 |
) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
| Increase (Decrease) in short-term borrowings | ( | 358,322 | ) | 595,322 | |||
| Proceeds from long-term borrowings | 686,875 | 1,500,000 | |||||
| Repayments of long-term borrowings | ( | 917,307 | ) | ( | 1,367,693 | ) | |
| Decrease in deposits received | ( | 828 | ) | ( | 12 | ) | |
| Repayment of the principal portion of lease | |||||||
| liabilities | ( | 8,350 | ) | ( | 8,190 | ) | |
| Dividends paid | ( | 181,435 | ) | ( | 272,152 | ) | |
| Interest paid | ( | 47,848 | ) | ( | 35,173 | ) | |
| Dividends unclaimed (claimed) over time from | |||||||
| shareholders | ( | 278 |
) | 4,093 | |||
| Net cash generated from (used in) | |||||||
| financing activities | ( | 827,493 |
) | 416,195 | |||
| EFFECTS OF EXCHANGE RATE CHANGES ON | |||||||
| CASH AND CASH EQUIVALENTS | 14,302 | 3,752 | |||||
| NET INCREASE (DECREASE) IN CASH AND CASH | |||||||
| EQUIVALENTS | 67,716 | ( | 339,594 | ) | |||
| CASH AND CASH EQUIVALENTS AT THE | |||||||
| BEGINNING OF THE YEAR | 561,976 | 901,570 | |||||
| CASH AND CASH EQUIVALENTS AT THE END OF | |||||||
| THE YEAR | $ | 629,692 | $ | 561,976 | |||
| The accompanying notes are an integral part of the consolidated | financial statements. | (Concluded) | |||||
| (With Deloitte & Touche auditors’ report dated March 27, 2023) |
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【 Appendices 4 】
WUS Printed Circuit Co., Ltd.
2022 Earnings Distribution Statement
| WUS Printed Circuit Co., Ltd. 2022 Earnings Distribution Statement |
|||
|---|---|---|---|
| Unit: NT$ | |||
| Item | Amount | ||
| Undistributed earnings at the beginning of the current year | 3,171,617,195 | ||
| Add: Current year net profit after tax | 510,586,785 | ||
| Add: Recognized retained earnings for remeasurement of defined benefit plan |
53,392,835 | ||
| The net income after tax for current period plus items other | |||
| than the net income after tax for current period but included in | 563,979,620 | ||
| the undistributed earnings of the current year | |||
| Subtract: Provision for legal reserve (10%) | (56,397,962) | ||
| Current year earnings to be distributed | 3,679,198,853 | ||
| Items for distribution | |||
| Dividends-NT$0.5 per share (cash) | (91,370,268) | ||
| Undistributed earning at the end of the current year | 3,587,828,585 | ||
Chairman:Hsu, Huan-Chung President: Chen, Chih-Kang Accounting Supervisor: Chen Chi-Nan
- 38 -
【 Appendices 5 】
WUS PRINTED CIRCUIT CO., LTD.
The Comparison Table for the Amendments to the Articles of Incorporation
Description Revised to meet the law requirement Consolidate the clauses |
|||
|---|---|---|---|
| Amended version | Original version | Description | |
| Article 5 The authorized capital of the Company is NT$5.9 billion, consisting of 0.59 billion shares of common stock, with a par value of NT$10 per share. The Board of Directors is authorized to issue the shares in separate installments as required. Among which NT$680 million, consisting of 68 million share, with a par value of NT$10 per share, is reserved for stock options, and may be issued in installments in accordance with the resolution of the Board of Directors. The recipients of employee stock options; recipients of employee restricted shares plan; recipients of issuance of new shares for capital increase in cash reserved for subscription by employees to purchase shares, which may include employees of subordinate companies who meet certain conditions. The conditions, distribution methods and purchase methods, which are to be prescribed by the Board of directors. The Company may acquire shares of the Company by resolution of the Board in accordance with the relevant laws stipulated by competent authorities. |
Article 5 The authorized capital of the Company is NT$5.9 billion, consisting of 0.59 billion shares of common stock, with a par value of NT$10 per share. The Board of Directors is authorized to issue the shares in separate installments as required. Among which NT$680 million, consisting of 68 million share, with a par value of NT$10 per share, is reserved for stock options, and may be issued in installments in accordance with the resolution of the Board of Directors. The Company may acquire shares of the Company by resolution of the Board in accordance with the relevant laws stipulated by competent authorities. |
Revised to meet the law requirement |
|
| Article 6 The issuance of the company’s shares shall be affixed with signatures or seals of three directors, numbered and issued upon certification by competent authorities or issuance registration authorities approved thereby. |
Article 6 The issuance of the company’s shares shall be affixed with signatures or seals of three directors, numbered and issued upon certification by competent authorities or issuance registration authorities approved thereby. |
Consolidate the clauses |
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| Amended version | Original version | Description | |
|---|---|---|---|
| According to the Company Act, the Company may be exempted from printing any share certificate for the shares issued but shall register the issued shares with a centralized securities depositary enterprise. |
Article 6-1 The Company may upon the request from the Taiwan Depository & Clearing Corp., consolidate shares to issue share certificates of large denomination. Article 6-2 According toArticle 161-2 of the Company Act, the Company may be exempted from printing any share certificate for the shares issued but shall register the issued shares with a centralized securities depositary enterprise. |
||
| Article 12 General shareholders’ meetings include ordinary meetings and extraordinary meetings. Ordinary meetings shall be convened according to law by the Board of Directors once annually within 6 months after the end of each fiscal year. Extraordinary shareholders meetings may be called in accordance with applicable laws and regulations whenever necessary. When the Company shareholders’ meeting is held, it may be held by video conference or other methods announced by the central competent authority. The requirements, operating procedures, and other matters to be complied with for a video conference meeting shall be handled in accordance with the relevant regulations of the securities regulatory authority. |
Article 12 General shareholders’ meetings include ordinary meetings and extraordinary meetings. Ordinary meetings shall be convened according to law by the Board of Directors once annually within 6 months after the end of each fiscal year. Extraordinary shareholders meeting based on the resolution of the Board of Directors or the recommendation of the majority of directors or shareholders who have been holding more than 3% of the total outstanding shares form more than a year may also ask the Board of Directors to call for a shareholders meeting by written proposals. |
Revised to meet the law requirement |
|
| Article 15 Unless otherwise required by applicablelaw or regulation, resolution of shareholder meeting shall be adopted by more than half of the votes of the shareholders present at a shareholders’ meetingwho hold more than half of all issued and outstanding shares of the Company. |
Article 15 The shareholders’meeting may be called to order on and only on the attendance by shareholders representing the majority of the total issued shares, in person or by proxy. However, if there are other provisions in Article 185, Paragraph 2 of Article 209, Article 240, Article 277 and |
Revised to meet the law requirement |
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| Amended version | Original version | Description | |
|---|---|---|---|
| The resolutions of the shareholders meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the stamp of the chairman of the meeting. Such minutes, together with the attendance list and proxies, shall be filed and kept at the head office of the Company and announced to all shareholders within 20 days. |
Article 316 of the Company Act, in accordance with those provisions. Unless otherwise required by applicable regulation, resolutions of shareholders meeting shall be adopted by more than half of the votes of the shareholders present at a shareholders’ meeting. |
||
| Article 16 When a shareholder of the Company is unable to attend a shareholders’ meeting for any reason, the shareholder may appoint a representative to attend such shareholders’ meeting by presenting a written proxy form, which shall specify the scope of proxy. |
Article 16 When a shareholder of the Company is unable to attend a shareholders’ meeting for any reason, the shareholder may appoint a representative to attend such shareholders’ meeting by presenting a written proxy form, which shall specify the scope of proxy.Where one person is acting as proxy for more than two shareholders, unless such person in engaged in the trust business or other proxy institutions of stock affairs approved by the competent authority, the votes exercised by such person shall not exceed three percent of all the issued and outstanding capital stocks. |
Revised to meet the law requirement |
|
| Article 20 The board of directors shall consist of the directors of the Company; the chairman of the board of directors shall be elected from among the directors by more than half of directors in attendance at a meeting attended by more than two-thirds of the directors. The Chairman of the Board shall preside the Board meetings and act on behalf of the Corporation to external parties. In case the chairman of the Board of Directors can not exercise his power and authority for any cause, the directors shall elect from among themselves an acting chairman of the Board of Directors. |
Article 20 The Board of Directors shall have a Chairman, who shall be elected by the Directors from amongst themselves. The Chairman of the Board shall preside the Board meetings and act on behalf of the Corporation to external parties. In case the chairman of the Board of Directors can not exercise his power and authority for any cause, the directors shall elect from among themselves an acting chairman of the Board of Directors. |
Revised to meet the law requirement |
|
| Article 21 The Board of Directors shall notifythe |
Article 21 The Board of Directors shall notifythe |
Revised to meet |
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| Amended version | Original version | Description | |
|---|---|---|---|
| directors of the matters seven days before the meeting. The Board of Directors may notify the directors by fax or by email. If the Board Meeting is conducted by teleconference, directors who attend the meeting through video conference shall be deemed attending in person. If the Directors may not be present at the meeting for any reason, he/she may submit a proxy form, enumerating the purpose of convening such meeting, the scope of authorization, to appoint another director to attend the meeting. However, in case of any emergency, a Board of Directors meeting may be convened at any time. The resolutions of the Board of Directors shall, except as otherwise provided by the Company Act, Securities and Exchange Act or other provisions, be attended by more than half of the directors, with the consent of more than half of the directors present. |
directors of the matters seven days before the meeting. The Board of Directors may notify the directors by fax or by email. The Board of Directors is notified by notice, and more than half of the directors attend the meeting, which is a quorum. However, a meeting attended by more than two-thirds of the directors for the conduct stipulated in Articles 185, 246, 266, and 282 of the Company Act and the election of the chairman of the board, and a quorum shall be required. The behavior of the Board of Directors must at least have the consent of the majority of the directors present in order to be effective. If the Board Meeting is conducted by teleconference, directors who attend the meeting through video conference shall be deemed attending in person. If the Directors may not be present at the meeting for any reason, he/she may submit a proxy form, enumerating the purpose of convening such meeting, the scope of authorization, to appoint another director to attend the meeting. However, in case of any emergency, a Board of Directors meeting may be convened at any time. |
the law requirement |
|
| Article 31 These Articles of Incorporation were adopted on April 21, 1978. ……. The 45th amendment was made on June 16, 2023. |
Article 31 These Articles of Incorporation were adopted on April 21, 1978. ……. The 44th amendment was made on June 15, 2022. |
The date of the current amendment was added. |
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【 Appendices 6 】
WUS PRINTED CIRCUIT CO., LTD.
The Comparison Table for the Amendments to the Rules of Procedures for Shareholders’ Meeting
| Amended version | Original version | Description | |
|---|---|---|---|
| Article 2 The Company shall have the attendance registry ready for the signature of the attending shareholders, or the attending shareholders shall submit the signing card instead. The number of shares present at the meeting shall equal the aggregate number of shares held by the shareholders having submitted their attendant registry or signing card, plus shares that shareholders have exercised their voting rights by way of electronic transmissionand via the video conference . In the case if the shareholders’meeting is held by video conference, shareholders who wish to attend via video conference should register at the place or website designated by the company two days prior to the shareholders’meeting. |
Article 2 The Company shall have the attendance registry ready for the signature of the attending shareholders, or the attending shareholders shall submit the signing card instead. The number of shares present at the meeting shall equal the aggregate number of shares held by the shareholders having submitted their attendant registry or signing card, plus shares that shareholders have exercised their voting rights by way of electronic transmission. |
Revised to meet the law requirement |
|
| Article 4 The shareholder’s meeting is limited to be held at the head office of the Company or any place that is convenient to the shareholders and suitable for such meeting. The meeting should not be started earlier than 9:00 a.m. or later than 3:00 p.m. When the company convenes a shareholders’meeting via video conference, it is not subject to the restriction on the venue of the preceding paragraph. For the video conference shareholders’ |
Article 4 The shareholder’s meeting is limited to be held at the head office of the Company or any place that is convenient to the shareholders and suitable for such meeting. The meeting should not be started earlier than 9:00 a.m. or later than 3:00 p.m. |
Revised to meet the law requirement |
- 43 -
| Amended version | Original version | Description | |
|---|---|---|---|
| meeting, registration should be accepted on the video conference platform of the shareholders’meeting 30 minutes prior the start of the meeting. Shareholders who have completed the registration shall be deemed to have attended the shareholders’meeting in person. |
|||
| Article 11 Unless otherwise permitted by the chairperson, each shareholder shall not speak more than two times for each proposal, and not exceed five minutes each time. In case the speech of any shareholder violates the preceding paragraph or exceeds the scope of the proposal for current discussion, the chairperson may stop the shareholder from continuing delivering the speech. Where a vedio conference shareholders’meeting is convened, shareholders attending the video conference meeting online may raise questions in writing at the vedio conference platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words, and the first provisions do not apply. |
Article 11 Unless otherwise permitted by the chairperson, each shareholder shall not speak more than two times for each proposal, and not exceed five minutes each time. In case the speech of any shareholder violates the preceding paragraph or exceeds the scope of the proposal for current discussion, the chairperson may stop the shareholder from continuing delivering the speech. |
Revised to meet the law requirement |
|
| Article 17 Unless otherwise provided in Taiwan Company Act or the Articles of Incorporation of the Company, a resolution shall be passed by more than half of the votes represented by the shareholders present at a shareholders’ meeting. When the shareholders’meeting is held by video conference, the company shall immediately disclose the voting results and election results of various resolutions on the video conference platform of the shareholders meeting in accordance with regulations, and shall continue to disclose for at least 15 minutes after the chairman’s announcement of meeting |
Article 17 Unless otherwise provided in Taiwan Company Act or the Articles of Incorporation of the Company, a resolution shall be passed by more than half of the votes represented by the shareholders present at a shareholders’ meeting. |
Revised to meet the law requirement |
- 44 -
| Amended version | Original version | Description | |
|---|---|---|---|
| adjournment. | |||
| Article 20 When the shareholders meeting is held by video conference, the chairman shall, when announcing the meeting starts, separately announce that unless there is no need for postponement or continuation of the meeting as stipulated in Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if before the meeting is adjourned, due to force majeure events, it is difficult to participate in the meeting on the video conference platform or via video, and such difficulty lasts for 30 minutes or more, the date of the meeting should be postponed or resumed within five days. In such case, Article 182 of company law is not applicable. When the Company convenes a video conference shareholders meeting, it shall provide appropriate alternative for shareholders who have difficulty in attending the shareholders meeting by video. |
Revised to meet the law requirement |
||
| Article 21 The Rules and any revisions thereof shall take effect upon approval by shareholders at the shareholders’ meeting. |
Article 20 The Rules and any revisions thereof shall take effect upon approval by shareholders at the shareholders’ meeting. |
Change of number |
- 45 -
【 Appendices 7 】
WUS Printed Circuit Co., Ltd.
List of duties for candidates of directors and independent directors to release
non-competition clause
| Title | Candidate Name |
Current Position with Other Companies |
|---|---|---|
| Director | Hsu, Huan-Chung |
E-Kaung Industry Co., Ltd. —Chairman |
| Director | Chen, Chih-Kang |
FuSheng Pecision Co., Ltd. —Independent Director |
| Director | Lin, Ming-Yen | WUS Printed Circuit (KUNSHAN) Co., Ltd. —Director |
| Independent Director |
Lai, Jhien-Hung |
Forever Business Service Co., Ltd. —Chairman Long Ze Run Bao Taiwan Co., Ltd. —Chairman WebComm Technology Co. , Ltd. —Director |
| Independent Director |
LIN, C H | Director of Taiwan Glass Ind. Corp. and COO of TGI Flat Glass & China Prod. Taiwan Glass China Holding Ltd. —Director TG Changjiang Glass Co., Ltd. —Chairman TG Chengdu Glass Co., Ltd. —Chairman TG Taichang Architectural Glass Co., Ltd. —Chairman TG Xianyang Glass Co., Ltd. —Chairman TG Anhui Glass Co., Ltd. —Chairman TG Wuhan Architectural Glass Co., Ltd. —Chairman TG Yeda Solar Mirror Co., Ltd. —Chairman TG Yueda Autoglass Co., Ltd. —Chairman TG Hanzhong Silica Sand Co., Ltd. —Chairman Xianyang Jienengdun Glass Co., Ltd. —Executive Director & General Manager TAG China Holding Ltd. —Chairman Taiwan Autoglass Ind. Corp. —Chairman TG Qingdao Glass Co., Ltd. —Director Qingdao Rolled Glass Co., Ltd. —Director Taichia Glass Fiber Co., Ltd. —Director TG Huanan Glass Co., Ltd. —Director TG Tianjin Glass Co., Ltd. —Director TG Donghai Glass Co., Ltd. —Director |
- 46 -
| Taichia Chengdu Glass Fiber Co., Ltd. —Director Taichia Bengbu Glass Fiber Co., Ltd. —Director Kunshan Energy Star Glass Co., Ltd. —Excutive Director & General Manager Wuhan Jienengzhixing Glass Co., Ltd. —Executive Director & General Manager TG Anhui Energy Co., Ltd. —Supervisor |
||
|---|---|---|
| Independent Director |
Yang, Shih-Chien |
Tecom Co., Ltd. —Director Yageo Corporation —Independent Director MiTAC Inc. —Director Topkey Corporation —Independent Director Natural Beauty Bio-Technology, Ltd. —Independent Director |
- 47 -
【 Appendices 8 】
WUS PRINTED CIRCUIT CO., LTD. Rules of Procedure for Shareholders Meeting (Before Revisions)
Article 1
Except as otherwise provided by law, the Company’s Shareholders’ Meeting shall be governed by these Regulations except as otherwise provided by law.
Article 2
The Company shall have the attendance registry ready for the signature of the attending shareholders, or the attending shareholders shall submit the signing card instead.
The number of shares present at the meeting shall equal the aggregate number of shares held by the shareholders having submitted their attendant registry or signing card, plus shares that shareholders have exercised their voting rights by way of electronic transmission.
Article 3
In a shareholders’ meeting, the participation and vote shall be counted on the grounds of the number of shares.
With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholders.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder service agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 4
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The shareholder’s meeting is limited to be held at the head office of the Company or any place that is convenient to the shareholders and suitable for such meeting. The meeting should not be started earlier than 9:00 a.m. or later than 3:00 p.m.
Article 5
If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or is unable to exercise the powers of the chairperson for any reason, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson, or the vice chairperson also is on leave, or is unable to exercise the powers of the vice chairperson for any reason, the chairperson shall appoint one of the managing directors to act as chairperson. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chairperson. If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting.
Article 6
The Company may invite attorneys, certified public accountants or relevant persons to attend a shareholders’ meeting. The staff in charge of the administrative affairs at a shareholders’ meeting shall wear an identification card or a badge.
Article 7
The Company shall make audio or video recording of the entire process of a shareholders’ meeting, and preserve the recordings for at least one year.
Article 8
At the scheduled time for a shareholders’ meeting, the chairperson shall announce the commencement of the meeting provided that if the number of shares represented by the shareholders present at the meeting fails to exceed half of the total issued and outstanding shares of the Company (the “Quorum”), the chairperson may announce that the meeting is postponed. The postponement shall be limited within two times and the total time for the postponement shall not be more than one hour. If the number of shares represented by the shareholders present at the meeting fails to meet the Quorum but exceeds one third of the total number of issued and outstanding shares of the Company after the meeting has been postponed twice, a tentative resolution may be passed by a majority of those represented in accordance with Paragraph 1 of Article 175 of Taiwan Company Act. If the number of shares represented by the shareholders present at the meeting exceeds half of the total issued and outstanding shares of the Company before the end of the meeting, the tentative resolution may be re-proposed by the chairperson to be passed in the shareholders’ meeting in accordance with Article 174 of Taiwan Company Act.
- 49 -
Article 9
If a shareholders’ meeting is called by the Board, the agenda of such meeting shall be prepared by the Board and such meeting shall proceed in accordance with the agenda. No modification to the agenda shall be made unless shareholders resolve otherwise at such shareholders’ meeting. The preceding paragraph shall apply mutatis mutandis in case where a shareholders’ meeting is called by any person entitled to call the meeting other than the Board. Before the procedure set forth in the agenda prepared pursuant to the preceding two paragraphs (including the extemporary motions) has completely ended, the chairperson may not adjourn the meeting unless shareholders resolve otherwise at such meeting. When the meeting is adjourned, shareholders may not designate another chairperson to continue the meeting at the same venue or another venue.
Article 10
When a shareholder present at a shareholders’ meeting intends to speak, a speech note should be filled out with summary of the speech, the shareholder account number (or the number of attendance card) and the account name of the shareholder. The chairperson should decide the sequence of speeches by shareholders. If any shareholder present at a shareholders’ meeting submits a speech note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the actual speech of a shareholder are inconsistent with the contents of the speech note, the contents of the actual speech shall prevail. When an attending shareholder delivers a speech, unless otherwise permitted by the chairperson and the shareholder who is making the speech, no shareholder may interrupt the speech. If any shareholder violates this provision, the chairperson shall intervene to stop such interruption.
Article 11
Unless otherwise permitted by the chairperson, each shareholder shall not speak more than two times for each proposal, and not exceed five minutes each time. In case the speech of any shareholder violates the preceding paragraph or exceeds the scope of the proposal for current discussion, the chairperson may stop the shareholder from continuing delivering the speech.
Article 12
If a juristic person is authorized to attend the shareholders’ meeting on behalf of another shareholder, only one representative of such juristic person may attend the meeting. If a juristic shareholder designates two or more representatives to attend the shareholders’ meeting, only one representative can speak for each proposal.
Article 13
After the speech of a shareholder, the chairperson may respond by himself or appoint an
- 50 -
appropriate person to respond.
Article 14
When the chairperson is of the opinion that a proposal has been sufficiently discussed to be put to vote, he/she may declare an end to discussion and have the proposal be voted on.
Article 15
The chairperson shall designate the persons supervising the casting of votes and the counting thereof for resolutions. The person supervising the casting of votes shall be a shareholder. The result of the resolution shall be reported on the spot and written into records.
Article 16
During a shareholders’ meeting, the chairperson may announce a break based on time consideration.
Article 17
Unless otherwise provided in Taiwan Company Act or the Articles of Incorporation of the Company, a resolution shall be passed by more than half of the votes represented by the shareholders present at a shareholders’ meeting.
Article 18
If there is an amendment to or a substitute for a proposal for resolution, the chairperson shall arrange the sequence for resolution along with the original proposals. If any one of them has been adopted, the remaining proposals shall be deemed rejected and no further resolution is needed.
Article 19
The chairperson may direct disciplinary personnel (or security personnel) to maintain the order of the meeting place. Such disciplinary personnel (or security personnel) shall wear a badge marked “Disciplinary Staff”.
Article 20
The Rules and any revisions thereof shall take effect upon approval by shareholders at the shareholders’ meeting.
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【 Appendices 9 】
WUS PRINTED CIRCUIT CO., LTD.
Articles of Incorporation (Before Revisions)
Chapter One: General Principals
Article 1
The Company is called 楠梓電子股份有限公司 and is registered as a company limited by shares according to the ROC Company Act.
Article 2
The Company is engaged in the following business:
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1、Manufacturing, processing, assembling and sales for single side, double-side and Multi-layer PCB.
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2、Manufacturing, processing, assembling and sales for various Rigid and Rigid-Flex PCB.
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3、Manufacturing, processing and sales for semi-finished product of various PCB and accepting commissioned processing.
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4、Research developing design, manufacturing, processing, assembling and sales of various computers, electronics, communication products and their peripheral equipments and their electronic components.
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5、Manufacturing, processing, assembling and sales for lead frame type of products.
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6、General import and export business. (except for business items requiring special approval)
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7、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 be a limited liability shareholder of another company through a resolution of the board of directors, and its total investment, unless otherwise stipulated by laws and regulations, may not be subject to the restriction that the Company Act shall not exceed a certain percentage of the total paid-in capital, but shall not exceed the company’s paid-in share capital.
Article 2-2
The Company may provide external guaranty.
Article 3
The Company’s headquarter is located in Kaohsiung, Taiwan, ROC and may set up domestic or foreign branches, offices or business establishments as resolved by the Board of Directors, if necessary.
Article 4
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The Company shall make public announcements in accordance with Article 28 of the Company Act and relevant regulations.
Chapter Two: Shares
Article 5
The authorized capital of the Company is NT$5.9 billion, consisting of 0.59 billion shares of common stock, with a par value of NT$10 per share. The Board of Directors is authorized to issue the shares in separate installments as required. Among which NT$680 million, consisting of 68 million share, with a par value of NT$10 per share, is reserved for stock options, and may be issued in installments in accordance with the resolution of the Board of Directors.
The Company may acquire shares of the Company by resolution of the Board in accordance with the relevant laws stipulated by competent authorities.
Article 5-1
The Company has stock shares to transfer to employees at prices below the Company’s actual average repurchase price, or to issue employee stock warrants that are not subject to the exercise price restriction set out in Article 53 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers. A resolution at a shareholders’ meeting must be resolved with the presence of more than one-half of the total number of the outstanding shares, and voted in favor by more than two-third of the votes present.
Article 6
The issuance of the company’s shares shall be affixed with signatures or seals of three directors, numbered and issued upon certification by competent authorities or issuance registration authorities approved thereby.
Article 6-1
The Company may upon the request from the Taiwan Depository & Clearing Corp., consolidate shares to issue share certificates of large denomination.
Article 6-2
According to Article 161-2 of the Company Act, the Company may be exempted from printing any share certificate for the shares issued but shall register the issued shares with a centralized securities depositary enterprise.
Article 7
Shareholder may transfer shares to others. The share transfer procedures shall deem completed if the transferor and the transferee shall fill out a statement of transfer of shares, record the name of the transferee on the back of the share certificate, and must be registered in the company’s shareholders roster.
Article 8
Other than otherwise regulated, “Regulations Governing the Administration of Shareholder Services of Public Companies” as issued by the Financial Supervisory Commission is followed for the company shareholders to apply for stock transferring, lost reporting, inheriting, changing of seals or address.
Article 9
The company may collect sufficient printing fees and necessary fees in the event of issuance of a new share certificate due to transfer of ownership or loss.
Article 10
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The shareholder of the Company shall submit specimens of signature or registered seal to the Company. The specimens shall be used by the Company for purposes of verification when the shareholder wishes to collect dividends or exercise shareholders’ rights.
Article 11
No registration of share transfer shall be made within sixty days before each ordinary general shareholders’ meeting, or within thirty days before each extraordinary general shareholders’ meeting or five days before the record date for dividends, bonuses or other distributions as determined by the Company.
Chapter Three: General Shareholders’ Meeting
Article 12
General shareholders’ meetings include ordinary meetings and extraordinary meetings. Ordinary meetings shall be convened according to law by the Board of Directors once annually within 6 months after the end of each fiscal year.
Extraordinary shareholders meeting based on the resolution of the Board of Directors or the recommendation of the majority of directors or shareholders who have been holding more than 3% of the total outstanding shares form more than a year may also ask the Board of Directors to call for a shareholders meeting by written proposals.
Article 13
General shareholders’ meetings shall be convened by written notice and announcement stating the purpose dispatched to each shareholder at least 30 days, in the case of ordinary meetings, and 15 days, in the case of extraordinary meetings, prior to the date set for such meeting.
Article 14
Each share is entitled to cast one vote, unless otherwise deprived in accordance with Article 179 paragraph 2 of Company Act.
Article 15
The shareholders’ meeting may be called to order on and only on the attendance by shareholders representing the majority of the total issued shares, in person or by proxy.
However, if there are other provisions in Article 185, Paragraph 2 of Article 209, Article 240, Article 277 and Article 316 of the Company Act, in accordance with those provisions.
Unless otherwise provided for by the Company Act, resolutions of the shareholders meeting shall be adopted by more than one-half votes at the meeting.
Article 16
When a shareholder of the Company is unable to attend a shareholders’ meeting for any reason, the shareholder may appoint a representative to attend such shareholders’ meeting by presenting a written proxy form, which shall specify the scope of proxy. Where one person is acting as proxy for more than two shareholders, unless such person in engaged in the trust business or other proxy institutions of stock affairs approved by the competent authority, the votes exercised by such person shall not exceed three percent of all the issued and outstanding capital stocks.
Article 17
The chairman of the shareholders meeting shall be handled in accordance with Article 182-1 and Paragraph 3 of Article 208 of the Company Act.
Chapter Four: Board of Directors and Audit committee
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Article 18
The company shall have five to nine directors, of which there shall be three independent directors to be elected by the general shareholders’ meeting from candidates with legal capacity. Each director shall hold office for a term of three years, and all of the directors are eligible for re-election. The total proportion of shares held by all Directors of the Company shall be subject to regulations prescribed by the securities authority.
The election of the Company’s directors uses the candidate nomination system. All matters regarding the acceptance method and announcement of the nomination of candidates for directors will be handled according to the Company Act, the Securities Exchange Act, and other relevant laws and regulations.
The Company shall have the Audit Committee organized by all independent directors in accordance with the Securities Exchange Act. For matters regarding the competence and related events, the Company shall follow the Securities Exchange Act and other relevant laws and regulations.
The Company shall be held liable for any conduct by a director within his scope of duty during his terms of office and shall maintain valid director liability insurance to the extent required by the laws.
Article 19
The juristic person shareholders of the company have the right to appoint a representative to elect director according to the proportion of the company’s shares they hold to the total number of shares of the company. They also have the right to appoint a representative to elect to fill the vacancy directors and to replace the successor directors.
Article 20
The Board of Directors shall have a Chairman, who shall be elected by the Directors from amongst themselves. The Chairman of the Board shall preside the Board meetings and act on behalf of the Corporation to external parties.
In case the chairman of the Board of Directors can not exercise his power and authority for any cause, the directors shall elect from among themselves an acting chairman of the Board of Directors.
Article 21
The Board of Directors shall notify the directors of the matters seven days before the meeting. The Board of Directors may notify the directors by fax or by email.
The Board of Directors is notified by notice, and more than half of the directors attend the meeting, which is a quorum. However, a meeting attended by more than two-thirds of the directors for the conduct stipulated in Articles 185, 246, 266, and 282 of the Company Act and the election of the chairman of the board, and a quorum shall be required. The behavior of the Board of Directors must at least have the consent of the majority of the directors present in order to be effective.
If the Board Meeting is conducted by teleconference, directors who attend the meeting through video conference shall be deemed attending in person. If the Directors may not be present at the meeting for any reason, he/she may submit a proxy form, enumerating the purpose of convening such meeting, the scope of authorization, to appoint another director to attend the meeting. However, in case of any emergency, a Board of Directors meeting may be convened at any time.
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Article 22
The Board of Directors shall have the following functions and responsibilities;
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Reviewing and determining important rules and bylaws;
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Preparing business plans;
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Reviewing budgets and audited financial statements;
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Hiring or discharging important personnel of the Company;
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Preparing surplus distribution or loss make-up proposals;
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Preparing proposals to increase or decrease capital;
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Determining the procurement and disposition of important properties of the Company; and
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Other duties and powers granted by or in accordance with the Company Act or shareholders’ resolutions.
Article 23
The Board of Directors may appoint a secretary to keep records and handle important documents of the company and other business in accordance with the instructions of the Board of Directors.
Article 24 Deleted
Article 25 Deleted
Article 26
The Board shall have the power to determine the remuneration of directors based on how a director participates and contributes in the Company’s operation and with reference to the standards implemented by the other companies in the same industry.
Chapter Five: Manager
Article 27
The Company may have managers. The appointment, removal and compensation of a manager shall be determined in accordance with Article 29 of the Company Act.
Chapter Six: Accounting
Article 28
The company conducts final account closing at end of each fiscal year; the Board of Directors shall work out the following documents and proposed to the shareholders’ meeting in accordance with the legal procedures for adoption:
-
Business report;
-
Financial statements; and
-
Proposal of Concerning Distribution of earnings or offset of Losses.
The appointment, discharge and remuneration of The Company’s Certified Public Accountant is proposed by the general manager and approved by more than half of the Board of Directors.
Article 29
If the company is profitable (i.e. profit before tax and before remuneration distribution to the employees and Directors)in fiscal year, 0.1% to 10% (inclusive) of the profits shall be allocated
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as remuneration to employees whereas the Board of Directors meeting will make a resolution to issue the amount in shares or cash, with the issued targets include subordinating employees meeting certain conditions; the aforementioned amount of profits of the Company is resolved by the board meeting to allocate 2%(inclusive) or less as director remuneration. Proposals for both types of remuneration should be reported to the shareholders’ meeting. However, should the Company have accumulated losses, retained amount to cover the losses should be prescribed before allotting both types of remuneration according to the percentages described in the preceding paragraph.
Article 29-1
If there are any earnings after each final account settlement, the Company shall pay off the applicable taxes first, and then distributed in the following order:
-
Offset accumulated deficits
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Appropriate 10% as legal reserve; where such legal reserve amounts to the total.
-
Set aside 10% of earning as legal reserve, unless the accumulated legal reserve has reached the amount of the total authorized capital of the Company.
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If there is still a surplus, the balance shall be added to the accumulated undistributed earnings of the previous year. The Board of Directors shall be delegated to draw up a plan to distribute remaining profits to shareholders and pro rata according to the percentage of shares held by each shareholder.
The Company’s industry is mature. In order to accommodate the capital demand for the present and future business development and satisfy the shareholder’s demand for the cash inflow, the Residual Dividend Policy is adopted for the dividend distribution of the Company. The Ratio for cash dividends shall be not less than 20% of the total dividends.
Chapter Seven: Appendix
Article 30
Any matter not covered by these Articles of Incorporation shall be subject to the Company Act and other relevant laws.
Article 31
These Articles of Incorporation were adopted on April 21, 1978. …….
The 44th amendment was made on June 15, 2022.
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【 Appendices 10 】
WUS PRINTED CIRCUIT CO., LTD.
Rules Governing the Election of Directors
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Article 1 The election of the directors of WUS Printed Circuit Co., Ltd (the “Company”) shall be governed by the Rules Governing the Election of Directors (the “Rules”).
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Article 2 For the election of the directors of the Company, the shareholders can exercise voting right via electronic voting.
-
When conducting the election of the directors of the Company, in addition of electronic voting, the board of directors shall prepare the ballots noting with the attendance pass and the number of voters represented to the shareholders who are present at the shareholder’s meeting.
-
The name of the voters on the ballot described in the preceding paragraph may be replaced with the attendance pass serial number.
-
Article 3 The election of directors of the Company shall adopt the cumulative voting method. Each share represents a voting right equivalent to the number of directors elected. Such voting rights can be exercised to elect a single candidate collectively, or distribute among several candidates. The independent directors and non-independent directors shall be elected from the same election with the effective votes calculated specifically.
-
Article 4 When an election begins, the chairperson shall assign several ballot examiners and tellers to carry out their respective tasks.
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Article 5 The vacancy of the directors shall be based on Company Act. The candidates receiving more votes shall be elected as independent directors and non-independent directors respectively. If two or more candidates receive the same number of votes and the total number of elected person has exceeded the number of vacancy in position elected, the matter shall be decided by drawing lots and the chairperson shall draw lots on behalf of those who are not in attendance.
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Article 6 The voters shall indicate the candidate’s name and the shareholder’s account number in the “candidate” column of the ballot. If the candidate is not a shareholder, the voter shall indicate the candidate’s name and identification number in the “candidate” column. If the candidate is a government agency or a corporate shareholder, the name of the government agency or corporation shareholder shall be provided in the “candidate” column of the ballot; the name of the government agency or the corporation shareholder together with the name of their representatives may also be provided. In cases of several representatives, the names of all the additional representatives shall be provided.
-
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Article 7 A ballot shall deemed void under any of the following conditions:
-
(1) Any ballot not specified under the Rules.
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(2) Any ballot not placed in the ballot box or any blank ballot.
-
(3) Any ballot with other written characters or symbols, except the description on Article 6.
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(4) Any illegible ballot.
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(5) If the candidate is a shareholder, the name of the shareholder and the account number is inconsistent with those shown in the shareholder’s roster; if the candidate is not a shareholder, the name and the identification number provided on the ballot is verified to be incorrect.
-
(6) Any ballot not following the rules of Article 6 or without filling in candidate’s name or shareholder’s identification number.
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(7) Two or more candidates are listed in the ballot.
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Article 8 The ballots shall be calculated during the shareholder’s meeting immediately after the votes casting, and the result of the election shall be announced by the chairperson at the meeting.
-
Article 9 The board of directors of the Company will issue a certificate of election to the elected directors.
-
Article 10 The Rules shall take effect upon approval by the shareholder’s meeting.
-
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【 Appendices 11 】
WUS PRINTED CIRCUIT CO., LTD.
Shareholding of Directors
-
The company has issued total of 182,740,536 shares as of April 18, 2023 (book closure date).
-
In accordance with Article 26 of the Securities and Exchange Act, all directors of the Company shall hold at least 10,964,432 shares.
-
As of the book closure date of the shareholders meeting (April 18, 2023). The table of total numbers of share held by the directors in the shareholders’ register is as follow, which has met the regulation in Article 26 of the Securities and Exchange Act.
| Position | Name | Current Holding | Remarks |
|---|---|---|---|
| Chairman Of Board |
Kang Chung Lung Investment Co., Ltd. |
9,373,111 | Name of representative: Hsu, Huan-Chung |
| Director | Jay Nan Hou Li Co., Ltd. | 24,831,693 | Name of representative: Lu, Shu-Fen |
| Director | Chen, Chih-Kang | 344,250 | |
| Director | Huang, Hsin-Chen | 0 | |
| Director | Lin, Ming-Yen | 137,700 | |
| Director | Wu, Yueh-Chen | 1,156,680 | |
| Independent Director |
Lai, Chien-Hung | 0 | |
| Independent Director |
Lin, C H | 0 | |
| Independent Director |
Yang, Shih-Chien | 0 | |
| Total number of shares held by all Directors | 35,843,434 |
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【 Appendices 12 】
The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder
Return Rate
Unit: NT$ thousands, except cash dividend per share in New Taiwan Dollars
| Unit: NT$ thousands,except cash dividendper share in New | Unit: NT$ thousands,except cash dividendper share in New | Unit: NT$ thousands,except cash dividendper share in New | Taiwan Dollars |
|---|---|---|---|
| Year Item |
2023 (forecast) |
||
| Beginning Paid-in Capital | 1,827,405,360 | ||
| Dividend Distribution of the currentyear |
Cash dividend per share (NT$) | (Note) |
|
| Changes of Business Performance |
Number of allotted per share for stock dividend of common stock |
||
| Number of allotted per share for Capital Surplus Transferred to capital |
|||
| Profit from operations | |||
| The % of increase (decrease) in profit from operations compared with thepreviousyear |
|||
| Net Profit after tax | |||
| The % of increase (decrease) in Net profit after tax compared with thepreviousyear |
|||
| Earnings Per Share (Weighted average number of shares issued at currentyear) |
|||
| The % of increase (decrease) in Earnings per share compared with thepreviousyear |
|||
| Average annual return on investment (the reciprocal of the P/E ratio) |
|||
| Pro Forma Earnings Per Share and P/E Ratio |
If stock dividends of common stock is changed to allotment of cash dividends |
Pro forma earnings per share | |
| Pro forma average annual return on investment |
|||
| If capital surplus transferred to capital is not issued |
Pro forma earnings per share | ||
| Pro forma average annual return on investment |
|||
| If capital Surplus transferred to capital is not issued and stock dividends of common stock is changed to allotment of cash dividends |
Pro forma earnings per share | ||
| Pro forma average annual return on investment |
Note:As the Company did not disclose financial forecasts for 2023, so there is no need to
disclose the 2023 forecast information.
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