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YC — AGM Information 2022
Aug 18, 2022
52391_rns_2022-08-18_44f1d614-7ff6-4e01-b019-0db773df59aa.pdf
AGM Information
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Stock Code: 4306
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YEM CHIO CO., LTD. 2022 Annual Shareholders’ Meeting
Meeting Agenda
Date: Friday, June 17, 2022 Place: No.397, Xingshan Rd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.) (Headquarters, YC Group)
- MEETING PROCEDURES ............................................................................................................. - 1 - 2. MEETING AGENDA ...................................................................................................................... - 2 - 3. REPORT ITEMS .............................................................................................................................. - 3 - 4. MATTERS FOR RATIFICATION .................................................................................................. - 4 - 5. MATTERS FOR DISCUSSION (I) ................................................................................................. - 5 - 6. MATTERS FOR ELECTION .......................................................................................................... - 6 - 7. MATTERS FOR DISCUSSION (II) ................................................................................................ - 7 - 8. EXTEMPORARY MOTIONS ......................................................................................................... - 8 - 9. APPENDIX ...................................................................................................................................... - 9 - BUSINESS REPORT ........................................................................................................................... - 9 - AUDIT COMMITTEE’S REVIEW REPORT ................................................................................... - 11 - 2021 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTS (PARENT COMPANY ONLY FINANCIAL STATEMENT) ............................................................................ - 12 - 2021 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTS (CONSOLIDATED FINANCIAL STATEMENT) ............................................................................ - 25 - COMPARISON TABLE OF THE ARTICLES OF INCORPORATION BEFORE AND AFTER REVISION ......................................................................................................................................... - 40 - COMPARISON TABLE OF “HANDLING PROCEDURES FOR THE ACQUISITION AND DISPOSAL OF ASSETS" BEFORE AND AFTER REVISION ....................................................... - 41 - ARTICLES OF INCORPORATION ............................................................................................... - 54 - RULES AND PROCEDURES OF SHAREHOLDERS' MEETING ................................................. - 58 - PROCEDURES FOR ELECTION OF DIRECTOR .......................................................................... - 60 - SHAREHOLDINGS OF ALL DIRECTORS ..................................................................................... - 63 -
1. Meeting Procedures
YEM CHIO CO., LTD
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2022 Annual Shareholders’ Meeting Meeting Procedures
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(1) Call Meeting to Order
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(2) Chairman’s Address
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(3) Report Items
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(4) Matters for Ratification
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(5) Matters for Discussion (I)
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(6) Matters for Election
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(7) Matters for Discussion (II)
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(8) Extemporary Motions
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(9) Adjournment
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2. Meeting Agenda
Meeting Agenda, 2022 Annual Shareholders’ Meeting, YEM CHIO CO., LTD Date: Friday, June 17, 2022
Place: No.397, Xingshan Rd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.)
( Headquarters, YC Group)
Method of meeting: Physical meeting
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(1) Call Meetingto Order (report on the number of shareholders present)
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(2) Chairman’s Address
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(3) Report Items:
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2021 Business Report
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2021 Audit Committee Report
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Report on 2021 Employee Profit-sharing Bonus and Directors’ Compensation
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Report on 2021 Earnings Distribution and Cash Dividends
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Report on the implementation of buyback of treasury stocks
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Others
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(4) Matters for Ratification:
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Proposal for 2021 Business Report and Financial Statements
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Proposal for Distribution of 2021 Earnings
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(5) Matters for Discussion (I)
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Proposal for amendment of the Company’s Articles of Incorporation
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Proposal for amendment of Procedures for the Acquisition or Disposal of
Assets
- (6) Matters for Election
Proposal for Re-election of directors
- (7) Matters for Discussion (II)
Proposal for Removal of non-compete restrictions on new directors and their representatives
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(8)Extemporary Motions
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(9) Adjournment
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3. Report Items
Proposal 1: 2021 Business Report Explanatory Notes: For the 2021 Business Report, please refer to P. 9 of this manual.
Proposal 2: 2021 Audit Committee’s Review Report Explanatory Notes: For the 2021 Audit Committee’s Review Teport, please refer to P. 11 of this manual.
Proposal 3: 2021 Employee Profit-sharing Bonus and Directors’ Compensation Distribution Report
Explanatory Notes: 2021 Employee Profit-sharing Bonus and Directors’ Compensation Distribution detailed below:
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a. In accordance with Article 19 of the Company’s Articles of Incorporation, “If the
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Company generates profit in the current period, the distribution shall not be less than 0.5% of the total amount as employee compensation”.
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b. The company made a profit of NT$944,741,725 (i.e., pre-tax benefits minus the benefits before distribution of employee remuneration) in 2021, and 0.5% of employee compensation (in cash) is set aside, totaling NT$4,723,709, all paid in cash.
Proposal 4: Adoption of the Proposal for Distribution of 2021 Earnings Explanatory Notes: Proposal for Distribution of 2021 Earnings detailed below:
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a. This case is based on Article 19-2 of the Articles of Incorporation. Surplus earnings to be distributed in cash as dividends and bonuses shall be approved by the Board of Directors through a special resolution and reported at the shareholders’ meeting.
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b. NT$622,566,349 will be set aside from earnings for shareholders’ dividends. Each common shareholder will be entitled to receive a cash dividend of NT$1 per share (allocated up to NT$1, rounded down to less than NT$1). The total of any fractional amount less than one dollar will be adjusted, where number from the decimal point is from large to small and the account number is adjusted from front to back to meet the total cash dividend allocation.
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c. The Chairman shall be authorized by the Board of Directors through a resolution, to determine the record date for distribution and all related matters. If there is a change in the company’s share capital and the dividend ratio is affected by a change in the outstanding shares later on, the Board of Directors shall be authorized to adjust the dividend ratio for the distribution of each share.
Proposal 5: Report on the implementation of buyback of treasury stocks Explanatory Notes: The implementation plan for buyback of treasury stocks is detailed below:
| Buyback Period | 13rd Session | 14thSession |
|---|---|---|
| Date of Board Resolution |
March 10, 2020 | May 13, 2020 |
| Buyback Purpose | Transfer shares to employees |
Transfer shares to employees |
| Estimated Buyback Period |
March 11, 2020- May 8, 2020 |
March 14, 2020- July 13, 2020 |
| Actual Buyback Period |
March 12, 2020- April 27, 2020 |
March 22, 2020- July 13, 2020 |
| Buyback Method | Centralized market buyback of securities |
Centralized market buyback of securities |
| Buyback Period Price |
NT$9~ NT$16 | NT$9~ NT$16.2 |
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| Estimated Buyback Volume |
Common shares 10,000,000 shares |
Common shares 10,000,000 shares |
|---|---|---|
| Buyback Types and Volume |
Common shares 8,699,000 shares |
Common shares 7,022,000 shares |
| Buyback amount | NT$85,553,642 | NT$84,796,395 |
| Average buyback price, per share |
NT$9.83 | NT$12.08 |
| Number of shares cancelled and transferred |
0 shares | 0 shares |
| Cumulative number of shares held by the company |
8,699,000 shares | 15,721,000 shares |
| The ratio of the cumulative number of shares held by the company to the total number of issued shares(%) |
1.36% | 2.46% |
Proposal 6: Others: None
4. Matters for Ratification
Proposal 1 (Proposed by the Board of Directors)
Subject: Filing of the 2021 Business Report and Financial Statements
Explanation:
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The business report and 2021 financial reports of the Company have been approved by the Board of Directors. The aforementioned financial statements have been certified by Chen, Jin-Chang and Lin, Yi-Fan, CPAs of PwC Taiwan, and reports have been verified and submitted. The financial and business reports have also been reviewed by the Audit Committee, and are certifed true and correct.
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Enclosed are the business report, independent auditors’ report and aforementioned financial statements for ratification, found on P.9 and P.12-39 of this meeting agenda.
Resolution:
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Proposal 2 (Proposed by the Board of Directors)
Subject: Adoption of the Proposal for Distribution of 2021 Profits
Explanation: Proposal for Distribution of 2021 Profits is detailed below:
YEM CHIO CO., LTD. Distribution of 2021 Profits
Unit: NT$
Distribution of 2021 |
Profits Unit: N |
|---|---|
| Item | Amount |
| Unappropriated earnings ofJanuary1,2021 | 170,678,073 |
| Plus: Net Income after tax 2021 | 867,761,941 |
| Plus:Remeasurements of Defined BenefitObligations | 12,786,867 |
| Less:Disposal of Financial Assets at FVTOCI 2021 | (7,999,681) |
| Plus: Disposal of Financial Assets from Subsidiary at FVTOCI 2021 |
213,771,305 |
| The net profit after tax for the current period plus items other than the net profit for the current period are included in the amount of undistributed surplus for the currentyear |
1,086,320,432 |
| Less:Legal surplus reserve,10% | (108,632,043) |
| Plus: Special surplus reserve | 12,864,148 |
| Distributable earnings of December31,2021 | 1,161,230,610 |
| Less: Cash dividends(NT$1per share) | (622,566,349) |
| Unappropriated earnings of December31,2020 | 538,664,261 |
Chairman: Lee, Chih-Hsieh CEO: Lee,Chih-Hsieh Accounting Representative: Liu, Xue-Ru
Resolution:
5. Matters for Discussion (I)
Proposal 1 (Proposed by the Board of Directors) Subject: Proposal for amendment to the Articles of Incorporation Explanation:
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To meet the regulations that public companies may hold shareholders’ meetings by video conference, added Article 8-1 to the Articles of Incorporation. The Company’s shareholders meeting can be held by means of visual communication network or other methods promulgated by Ministry of Economic Affairs.
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For the Comparison Table of the “Articles of Incorporation” Before and After Revision, please refer to P.40 of Meeting Agenda.
Resolution:
Proposal 2 (Proposed by the Board of Directors) Subject: The proposal of the amendment to “Handling Procedures for the Acquisition and Disposal of Assets ”, please discuss. Explanation:
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Cooperate with the FSC to amend some provisions of the “Regulations Governing the
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Acquisition and Disposal of Assets by Public Companies”, amend Article 3, 5, 6, 11, 28 of “Handling Procedures for the Acquisition and Disposal of Assets” of the company. In Article 11, those who acquire or dispose of more than 10% of the total assets shall submit relevant materials to the shareholders' meeting for approval before proceeding to protect the rights and interests of shareholders.
- For the Comparison Table of the “Handling Procedures for the Acquisition and Disposal of Assets”, please refer to P.41-53 of Meeting Agenda.
Resolution:
6. Matters for Election
Proposal 1 (Proposed by the Board of Directors)
Subject:Proposal for Re-election of directors, please vote.
Explanation:1. The term of office of the current directors of the company will expire on June 19,
2022, and a comprehensive re-election will be conducted at this general meeting of shareholders.
- According to the Articles of Incorporation of the company, 5 directors (including 3 independent directors) will be elected, the term is 3 years, from June 17, 2022 to June 16, 2025. The term of the original directors will end at 。
the completion of this general meeting of shareholders.
- Candidates’ nomination system is adopted by the company for election of the
directors of the company, the relevant information on the list of candidates for directors (including independent directors) is set out as follows:
| Title | Name | Education | Experience | Current Position | Current Shareholding |
|---|---|---|---|---|---|
| Director | Ings Chyuang International Co., Ltd. Representative: Zhixian Li |
- | - | - | 42,748,839 |
| Master of Business Administration from Bellington University, USA |
23rd ROC Youth Entrepreneurship, Chairman of 13th Taiwanese Adhesive Tape Industry Association, Chairman of YEMCHIO Company |
Chairman of YEMCHIO Company |
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| Director | Asia Plastics Co., Ltd. Representative: Sishan Lin |
- | - | - | 44,466,552 |
Mingdao High School |
General Manager of Haojun Construction Co., Ltd., Chairman and General Manager of Hausen Construction |
Chairman and General Manager of Hausen Construction Company |
|||
| Independent Director |
Yanjun Chen | National Taiwan University Institute of International Enterprise |
1.Chairman, General Manager, Chief Investment Strategy Officer of Can Star Netcom (Stock) Company 2.Chairman, Chief Executive Officer, Chief Risk Control Officer, General Manager of Group Finance of TSANN KUEN ENTERPRISE CO., LTD. 3.Chairman of Can Star |
Chairman of Junlin Co., Ltd., Independent Director of Universal Vision Biotechnology Co., Ltd., Director of Auras Technology Co., Ltd., Independent Director of TECO Electro Devices |
0 |
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| International Travel Service (Stock) Company 4.Vice Chairman and Chief Strategy Officer of HOLA Hele (Stock) Company 5.Chief Financial Officer of HOLA (Stock) Company Group, Deputy General Manager of Business and Marketing Development Center |
Co., Ltd. |
||||
|---|---|---|---|---|---|
| Independent Director |
Shun Fa Chen | Department of Accounting, National Chung Hsing University |
Partner Accountant of PwC Taiwan |
Head of Lucheng Management Consulting Co., Ltd., Independent Director of Xinchio Global Co., Ltd., Independent Director of Solidwizard Technology Co., Ltd., Independent Director of Aurotek Corporation. |
0 |
| Independent Director |
Jian Chuan Wang | PhD in Economics, Purdue University |
Advisor of the Ministry of Economic Affairs, member of the Industry Advisory Committee of the Ministry of Economic Affairs, the 9th Chairman of the Taiwan Asia-Pacific Industrial Analysis Professional Association |
Vice President of the China Economic Research Institute/Director of the Third Research Institute, Supervisor of ECSY Network Co., Ltd. the Corporate Director of the Asia Pacific Emerging Industry Management Co., Ltd. |
0 |
- For the Procedures for Election of director, please refer to P.60-62 of the meeting agenda.
Results of election:
7. Matters for Discussion (II)
Proposal 1 (Proposed by the Board of Directors)
Subject : Proposal for Removal of non-compete restrictions on new directors and their representatives, please discuss.
Explanation:1. According to Article 209, item 1, 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 - 7 -
and secure its approval.
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The new directors of the company may invest or operate the same or similar business scope as the company. Without prejudice to the interests of the company, it is proposed to submit to the shareholders' meeting in accordance with the law to remove the non-compete restrictions on the new directors and their representatives.
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The details of the removal matters of directors are as follows, please discuss.
| Title | Name | Other Position |
|---|---|---|
| Director | Ings Chyuang International Co., Ltd. Representative: Chih-Hsieh Lee |
Ings Chyuang International Co., Ltd. Representative: Zhixian Li |
| Director | Asia Plastics Co., Ltd. Representative: Sishan Lin |
Chairman and General Manager of Hausen Construction Company |
| Independent Director |
Yanjun Chen | Chairman of Junlin Co., Ltd., Independent Director of Universal Vision Biotechnology Co., Ltd., Director of Auras Technology Co., Ltd., Independent Director of TECO Electro Devices Co., Ltd. |
| Independent Director |
Shun Fa Chen | Head of Lucheng Management Consulting Co., Ltd., Independent Director of Xinchio Global Co., Ltd., Independent Director of Solidwizard Technology Co., Ltd., Independent Director of Aurotek Corporation. |
| Independent Director |
Jian Chuan Wang | Director of the Asia Pacific Emerging IndustryManagement Co., Ltd. |
Resolution:
8. Extemporary Motions
Adjournment
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9. Appendix Attachment I Business Report
Business report
Operating Performance in 2021
Business plan implementation results
- (1) Sales: The consolidated net sales revenue in 2021 was 17,181,794 thousand
NTD, a decrease of 23.4% compared with 2020, among them, the sales of
the packaging materials division was 14,347,970 thousand NTD, accounting for 83%.
- (2) Production: Amount of spread in 2021 was approximately 1,988 million square meters, film production volume 99,583 tons.
Consolidated business results summary (Unit: NT$ thousand)
| idated business results summary | (Unit: NT$ thousan |
|---|---|
| Item | 2021 |
| Operating Revenue | 17,181,794 |
| Operating Costs | 14,275,031 |
| Operating Margin | 2,906,763 |
| Operating Expenses | 1,602,864 |
| Operating Profit | 1,303,899 |
| Net Non-operating Income | 926,566 |
| Income before Tax | 2,230,465 |
| Income tax expense | 203,371 |
| Income from continuing operations |
2,027,094 |
| Loss on discontinued operations | 1,177,429 |
| Net incom | 849,665 |
Financial Revenue and Expenditure and Profitability analysis
The Consolidated income and expenditure overview comparison is illustrated as follows:
Income: (Unit: NT$ thousand)
| Item | 2021 | 2020 | Percent Change |
|---|---|---|---|
| OperatingIncome | 17,181,794 | 13,924,193 | 23.4% |
| Non-OperatingIncome | 1,256,290 |
1,810,140 | -30.6% |
| Total | 18,438,084 | 15,734,333 | 17.2% |
Expenditure: (Unit: NT$ thousand)
| nditure: | (Unit | : NT$ thousand) | |
|---|---|---|---|
| Item OperatingCost |
2021 | 2020 | Percent Change |
| 14,275,031 | 11,466,445 | 24.5% |
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| OperatingExpense | 1,602,864 | 1,551,103 | 3.3% |
|---|---|---|---|
| Non-Operating Expense |
329,724 | 756,756 | -56.4% |
| Total | 16,207,619 | 13,774,304 | 17.7% |
Revenue structure analysis: The company's consolidated net revenue in 2021 was NT$17.18 billion. The total net revenue of each department of the company is illustrated as follows:
(Unit: NT$ thousand)
| (U | nit: NT$ thousand) | |
|---|---|---|
| Item | Amount | Proportion |
| Packaging Materials Division | 14,347,970 | 83% |
| Real Estate Division | 1,837,122 | 11% |
| Other Operations | 560,926 | 3% |
| Total | 435,776 | 3% |
Research development status:
The company's short-term R&D direction is to meet the needs of the market and customers, develop or adjust adhesive formulation and add different coating technologies to produce products that can be commodified and in line with future trends.
In the mid-term, it will be vertically integrated upwards by organizational adjustments, recruitment of R&D personnel, and increasing our own development abilities for various films year by year to make products that are differentiated from the market.
Person in Charge:Chih-Hsieh Lee Manager:Chih-Hsieh Lee Accountant in charge: Xueru Liu
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Attachment II
Audit Committee’s Review Report
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2021 Business Report, Financial Statements, and proposal for allocation of earnings. The CPA firm PwC Taiwan was retained as auditor of the Company’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and certified to be correct and accurate by the Audit Committee members of YEM CHIO CO., LTD. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Sincerely yours,
2022 Annual General Meeting of YEM CHIO CO., LTD.
Chairman of the Audit Committee:
Chen, Yen-Chun
March 25, 2022
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Attachment III
2021 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTS (Parent company only financial statement)
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Yem Chio Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Yem Chio Co., Ltd. (the “Company”) as at December 31, 2021 and 2020, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2021 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and,
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in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2021 parent company only financial statements are stated as follows:
Valuation of inventory
Description
Refer to Note 4(12) for accounting policy on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions applied on inventory valuation and Note 6(6) for details of inventories. As of December 31, 2021, the inventories and allowance for valuation loss amounted to NT$5,695,195 thousand and NT$12,744 thousand, respectively.
The Company is mainly engaged in the manufacture, processing, and sales of packaging materials, including BOPP film, adhesives and polystyrene sheets, as well as land development and construction. The Company’s inventories are measured at the lower of cost and net realisable value, and an allowance for inventory valuation losses is provided based on the net realisable value and usable condition of individually identified obsolete or slow-moving inventories.
Considering that the Company’s inventories and the allowance for inventory valuation losses are material to the financial statements and the determination of net realisable value for obsolete or slow-moving inventories involves judgements and estimates, we identified the allowance for inventory valuation loss as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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Assessed and obtained an understanding of provision policies in relation to the allowance for inventory valuation losses.
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For packaging materials business:
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(1) Obtained the net realisable value valuation report of inventories, assessed the calculation logic, verified the related records, and selected samples to check the source data of net realisable value.
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(2) Obtained the details of the individually identified obsolete or slow-moving inventories, reviewed the related supporting documents, and verified the records.
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(3) Obtained an understanding of the Company’s warehousing control procedures. Reviewed annual physical inventory count plan and participated in the annual inventory count in order to assess the classification of obsolete inventory and effectiveness of obsolete inventory internal control.
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For land development and construction business:
Obtained the valuation data in relation to the net realisable value of inventories to ascertain
whether the data source, assumptions and methods adopted by the Company are reasonable. Tested data in order to check the reasonableness of the net realisable value of construction-in-progress and land held for building.
Valuation of investment property
Description
Refer to Note 4(17) for accounting policy on investment property, Note 5(2) for uncertainty of accounting estimates and assumptions applied on fair value valuation and Note 6(11) for details of investment property. As of December 31, 2021, the fair value of investment property was NT$2,098,276 thousand.
The Company’s investment property is valued by external experts using the fair value model. Additionally, the Company’s investment property is material to the financial statements. Given that the valuation process is subject to significant assumptions on discount rate and future lease income and has material effect on the fair value measurement, we considered the valuation of investment property as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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Assessed the qualification and independence of appointed external appraisers in accordance with the Company policy.
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Reviewed whether the valuation method used in the appraisal report is consistent with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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For investment properties accounted for using the income approach, assessed whether the lease income and rental growth rate are reasonable by referencing to the market rental rate.
Other matter –Audits by other auditors
We did not audit the financial statements of certain investees accounted for under the equity method.
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The balances of these investments amounted to NT$1,116,201 thousand and NT$1,083,577 thousand, both constituting 5% of total assets, as at December 31, 2021 and 2020, respectively, and the comprehensive loss amounted to (NT$7,209) thousand and (NT$8,971) thousand, constituting (1%) and (2%) of total comprehensive income for the years then ended, respectively. Those financial statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other auditors.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of the parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only financial
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statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Lin, Yi-Fan
[Chen, Ching Chang ]
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 25, 2022
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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YEM CHIO CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(3) 6(4) and 8 6(5) 6(5) 7 7 6(6) and 8 6(11) 7 6(3) 6(4) and 8 6(7) 6(8) and 8 6(11), 7 and 8 6(28) 8 |
December31,2021 AMOUNT % $328,2522751---196,623169,027-547,2613246,884110,482-2,573,027125,682,45126--512,724210,167,482475,597-209,13215,555,713263,361,809162,098,27610166-76,256-2,464-11,309,41353$21,476,895100 |
December31,2020 | December31,2020 |
|---|---|---|---|---|
AMOUNT$328,252751-196,62369,027547,261246,88410,4822,573,0275,682,451-512,72410,167,4825,597209,1325,555,7133,361,8092,098,27616676,2562,46411,309,413$21,476,895 |
AMOUNT$267,7612,0098,632203,83542,211349,705118,132165,7581,059,9635,029,610376,262547,6628,171,5405,597209,0196,716,0403,499,1572,090,46618870,2952,95212,593,714$20,765,254 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1120 Financial assets at fair value through other comprehensive income - current 1136 Financial assets at amortised cost - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 1210 Other receivables - related parties 130X Inventories, net 1460 Non-current assets held for sale, net 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1535 Financial assets at amortised cost - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment, net 1760 Investment property, net 1780 Intangible assets, net 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
1--1-2-152423 |
|||
39 |
||||
-1331710--- |
||||
61 |
||||
100 |
(Continued)
- 19 -
YEM CHIO CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December31,2021 December31,2020 Notes AMOUNT % AMOUNT % 6(12) and 8 $3,372,82216 $3,787,905186(13) 410,0002300,00016(22) and 7 479,8952334,414276,357-37,785-151,5261140,46417 16,694-15,718-119,1031138,23717 4,829-536,217378,379-27,277-6(14)(16)(17) and 8 3,006,078142,681,755136(15) 10,804-165,38617,726,487368,165,158406(16) and 8 --789,66746(17) and 8 2,409,045111,855,34696(28) 85,1491141,613-6(7)(18) 902,6554392,53523,396,849163,179,1611511,123,3365211,344,319556(19) 6,380,540305,700,402272,333-150,07616(20) 2,384,602102,592,442136(21) 359,2432279,1871490,5722637,63431,256,9996800,5614(106,385)- (176,879) (1 )6(19) (414,345) (2 ) (562,488) (3 )10,353,559489,420,935459 11 $21,476,895100 $20,765,254100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2130 Current contract liabilities 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common stock 3130 Certificate of entitlement to new shares from convertible bonds Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these parent company only financial statements.
- 20 -
YEM CHIO CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | 2021 2020 Notes AMOUNT % AMOUNT % 6(22) and 7 $5,077,343100$4,176,2751006(6)(27) and 7 (4,299,773 ) (85) (3,624,320) (87 )777,57015551,955136(27) (224,449 ) (5) (202,425) (5 )(121,722 ) (2) (125,942) (3 )(2,515 )-(2,713)-(348,686 ) (7) (331,080) (8 )428,8848220,87556(23) and 7 21,138-8,024-6(24) and 7 89,0852126,10236(25) 599,53712(280,218) (7 )6(26) and 7 (76,077 ) (2) (113,413) (3 )6(7) (123,401 ) (2)895,49122510,28210635,98615939,16618856,861206(28) (71,404 ) (1) (51,257) (1 )$867,76217$805,604196(18) $1,846-$5,575-6(3) --(2,596)-396,5228(1,533)-6(28) (369 )-(1,115)-397,9998331-(101,671 ) (2) (249,295) (6 )(7,274 )-12,0051(108,945 ) (2) (237,290) (5 )$289,0546($236,959) (5 )$1,156,81623$568,645146(29) $1.47$1.426(29) $1.32$1.23 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5950 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of (loss) profit of associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income (loss) Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial gains on defined benefit plans 8316 Unrealised losses from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8380 Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method 8360 Other comprehensive loss that will be reclassified to profit or loss 8300 Other comprehensive income (loss) for the year 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these parent company only financial statements.
- 21 -
YEM CHIO CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Notes 2020 Balance at January 1, 2020 Profit for the year Other comprehensive income (loss) Total comprehensive income (loss) Legal reserve used to offset against accumulated deficit 6(21) Cash dividends from capital surplus 6(20)(21) Dividends for which the claim period has elasped and unclaimed by shareholders 6(20) Disposal of equity investments valued at fair value through other comprehensive income 6(3) Disposal of equity investments valued at fair value through other comprehensive income of subsidiaries Changes in ownership interests in subsidiaries 6(20) Purchase of treasury shares 6(19) Cancellation of treasury stocks 6(19)(20) Conversion of convertible bonds 6(19)(20) The Company's stocks held by subsidiaries deemed as cash dividends distributed to treasury stocks 6(20) Balance at December 31, 2020 2021 Balance at January 1, 2021 Profit for the year Other comprehensive income (loss) Total comprehensive income (loss) Appropriations and distribution of retained earnings for the year ended December 31, 2020 6(21) Cash dividends Stock dividends Legal reserve Special reserve reversal Disposal of equity investment valued at fair value through other comprehensive income 6(3) Disposal of investments in equity instruments designated at fair value through other comprehensive income of subsidiaries Disposal of treasury shares by subsidiaries 6(19) Cancellation of treasury stocks 6(19)(20) Conversion of convertible bonds 6(19)(20) Changes in ownership interests in subsidiaries 6(20) Conversion of certificates of bonds-to-share Difference between consideration and carrying amount of subsidiaries acquired or disposed 6(20) The Company's stocks held by subsidiaries deemed as cash dividends distributed to treasury stocks 6(20) Balance at December 31, 2021 |
Notes | Capital | Capital | Capital | Capital surplus | Retained Earnings | Other EquityInterest | Treasurystocks | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - common stock |
Certificate of entitlement to new shares from convertible bond |
Legal reserve | Special reserve | Unappropriated retained earnings |
d |
Financial statements translation ifferences of foreign operations |
m | Unrealised gains (losses) from financial assets easured at fair value through other comprehensive income |
Revaluation surplus | ||||||||||||||
$5,718,342----------(17,940 )--$5,700,402$5,700,402----348,445-----(93,800 )--425,493--$6,380,540 |
$------------150,076-$150,076$150,076-----------277,750-(425,493 )--$2,333 |
$2,751,507----(166,265 )86--(33,223 )-(4,692 )39,6305,399$2,592,442$2,592,442----------(45,473 )72,503(1,929 )-(243,740 )10,799$2,384,602 |
$620,361---(341,174 )---------$279,187$279,187-----80,056----------$359,243 |
$637,634-------------$637,634$637,634------(147,062 )---------$490,572 |
($341,174 ) 805,60417,122822,726341,174--(1,528 ) (20,637 ) -----$800,561$800,561867,76212,787880,549(348,445 ) (348,445 ) (80,056 ) 147,062(7,999 ) 213,772-------$1,256,999 |
($295,381 )-(241,400 )(241,400 )----------($536,781 )($536,781 )-(105,221 )(105,221 )-------------($642,002 ) |
($89,158 )-(12,681 )(12,681 )---1,52820,637-----($79,674 )($79,674 )-381,488381,488----7,999(213,772 )-------$96,041 |
$439,576-------------$439,576$439,576----------------$439,576 |
($414,770 )---------(170,350 )22,632--($562,488 )($562,488 )---------8,870139,273-----($414,345 ) |
$9,026,937805,604(236,959 )568,645-(166,265 )86--(33,223 )(170,350 )-189,7065,399$9,420,935$9,420,935867,762289,0541,156,816(348,445 )-----8,870-350,253(1,929 )-(243,740 )10,799$10,353,559 |
The accompanying notes are an integral part of these parent company only financial statements.
- 22 -
YEM CHIO CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Loss (gain) on financial assets at fair value through profit or loss Gain on disposal of non-current assets held for sale Share of loss (profit) of associates and joint ventures accounted for under equity method Depreciation Loss on disposal of property, plant and equipment Loss on write-off of investment property (Gain) loss on fair value adjustment of investment property Amortization Employees' compensation Interest income Dividend income Interest expense Changes in operating assets and liabilities Changes in operating assets Notes receivable, net Accounts receivable, net Accounts receivable - related parties Other receivables Other receivables - related parties Inventories Other current assets Changes in operating liabilities Current contract liabilities Notes payable Notes payable - related parties Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Other non-current liabilities Cash (outflow) inflow generated from operations Interest received Dividends received Interest paid Income tax paid Net cash flows from operating activities |
Notes 2021 2020 $939,166 $856,8616(2)(25) 122 ( 3,939 )6(11)(25) ( 661,905 ) -6(7) 123,401 ( 895,492 )6(8)(27) 204,508201,2846(25) 1652,9026(11)(25) -178,7386(11)(25) ( 7,810 ) 7206(27) 221456(27) 5,5764,9446(23) ( 21,138 ) ( 8,024 )6(24) ( 1,462 ) ( 1,569 )6(26) 76,077113,413( 26,816 ) 6,620( 197,556 ) 28,051( 128,752 ) ( 25,465 )( 1,224 ) ( 5,472 )( 974 ) ( 1,089 )( 581,574 ) 328,06336,153 ( 237,766 )145,48161,00938,572 ( 40,588 )- ( 5,017 )11,06245,659976 ( 32,015 )( 22,260 ) 16,9114,829-1,9163,653922 ( 1,360 )( 62,523 ) 591,17721,1388,0241,318,918251,489( 150,122 ) ( 182,901 )( 83,013 ) ( 1,076 )1,044,398666,713 |
|---|---|
(Continued)
- 23 -
YEM CHIO CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Decrease in financial assets at amortised cost (Increase) decrease in other receivables - related parties Acquisition of investments accounted for using equity method - subsidiaries Proceeds from disposal of investments accounted for using equity method - subsidiaries Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of right-of-use assets Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of non-current assets held for sale Decrease in other non-current assets Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term borrowings Increase in short-term notes and bills payable (Decrease) increase in other payables - related parties Proceeds from long-term borrowings Repayment of long-term borrowings Decrease in lease liabilities Cash dividends from capital surplus Payment of cash dividends Purchase of treasury shares Net cash flows used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Notes 2021 2020 $7,099 $121,296( 1,512,090 ) 72,011( 149,665 ) -450,000-( 8,000 ) -6(30) ( 68,552 ) ( 51,142 )121,9066(9) - ( 90,617 )- ( 308 )8,6321,6066(11) 1,043,350-4883,889( 228,726 ) 58,6416(31) ( 415,180 ) 1,212,6796(31) 110,000-6(31) ( 536,217 ) 432,7736(31) 3,506,9581,841,1626(31) ( 3,072,297 ) ( 4,232,694 )6(31) - ( 156,781 )6(20)(21) - ( 166,265 )6(21) ( 348,445 ) -6(19) - ( 170,350 )( 755,181 ) ( 1,239,476 )60,491 ( 514,122 )267,761781,883$328,252 $267,761 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
- 24 -
2021 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTs (consolidated financial statement)
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Yem Chio Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Yem Chio Co., Ltd. and its subsidiaries (the “Group”) as at December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
- 25 -
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2021 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2021 consolidated financial statements are stated as follows:
Valuation of inventory
Description
Refer to Note 4(14) for accounting policy on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions applied on inventory valuation and Note 6(6) for details of inventories. As of December 31, 2021, the inventories and allowance for valuation loss amounted to NT$8,381,535 thousand and NT$154,967 thousand, respectively.
The Group is mainly engaged in the manufacture, processing, and sales of packaging materials, including BOPP film, adhesives and polystyrene sheets, as well as land development and construction. The Group’s inventories are measured at the lower of cost and net realisable value, and an allowance for inventory valuation losses is provided based on the net realisable value and usable condition of individually identified obsolete or slow-moving inventories.
Considering that the Group’s inventories and the allowance for inventory valuation losses are material to the financial statements and the determination of net realisable value for obsolete or slow-moving inventories involves judgements and estimates, we identified the valuation of inventory as a key audit matter.
How our audit addressed the matter
As the above key audit matter is applicable for different consolidated entities based on our audits and the reports of other auditors, we performed the following audit procedures on the above key audit matter:
-
Assessed and obtained an understanding of the provision policies in relation to the allowance for inventory valuation losses.
-
26 -
-
For packaging material business:
-
(1) Obtained the net realisable value valuation report of inventories, assessed the calculation logic, verified the related records, and selected samples to check the source data of net realisable value.
-
(2) Obtained the details of the individually identified obsolete or slow-moving inventories, reviewed the related supporting documents, and verified the records.
-
(3) Obtained an understanding of the Group’s warehousing control procedures. Reviewed annual physical inventory count plan and participated in the annual inventory count event in order to assess the classification of obsolete inventory and effectiveness of obsolete inventory internal control.
-
For land development and construction business:
Obtained the valuation data in relation to the net realisable value of inventories to ascertain whether the data source, assumptions and methods adopted by the Group are reasonable. Tested data in order to check the reasonableness of the net realisable value of construction-in-progress and land held for building.
Valuation of investment property
Description
Refer to Note 4(19) for accounting policy on investment property, Note 5(2) for uncertainty of accounting estimates and assumptions applied on fair value valuation and Note 6(11) for details of investment property. As of December 31, 2021, the fair value of investment property was NT$2,203,498 thousand.
The Group’s investment property is valued by external experts using the fair value model. Additionally, the Group’s investment property is material to the financial statements. Given that the valuation process is subject to significant assumptions on discount rate and future lease income and has material effect on the fair value measurement, we considered the valuation of investment property as a key audit matter.
- 27 -
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Assessed the qualifications and independence of appointed external appraisers in accordance with the Group policy.
-
Reviewed whether the valuation method used in the appraisal report is consistent with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
-
For investment properties accounted for using the income approach, assessed whether the lease income and rental growth rate are reasonable by referencing to the market rental rate.
Other matter –Audits by other auditors
We did not audit the financial statements of certain subsidiaries and investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these subsidiaries and associates, is based solely on the reports of the other auditors. Total assets of these subsidiaries and the balances of these investments accounted for under the equity method amounted to NT$1,781,336 thousand and NT$1,572,091 thousand, constituting 6% and 5% of consolidated total assets as at December 31, 2021 and 2020, respectively, and net operating revenue amounted to NT$1,651,276 thousand and NT$1,336,045 thousand, both constituting 10% of consolidated total operating revenue for the years then ended, respectively.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion with other matter section on the parent company only financial statements of Yem Chio Co., Ltd. as at and for the years ended December 31, 2021 and 2020.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
- 28 -
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
29 -
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
- 30 -
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Lin, Yi-Fan[Chen, Ching Chang ]
For and on Behalf of PricewaterhouseCoopers, Taiwan March 25, 2022
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
- 31 -
YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(3) and 8 6(4) and 8 6(5) 6(5), 7 and 8 6(6) and 8 6(13) and 8 6(2) 6(3) 6(4) and 8 6(7) 6(8) and 8 6(9) 6(11) and 8 6(12) 6(30) 8 |
December31,2021 AMOUNT % $1,756,5346290,26911,390,6895300,8211370,34512,872,052980,422-8,226,56827518,77821,783,9266238,130117,828,53459--62,601-270,4311621,86528,537,93028299,27712,203,4987172,8491194,879196,430-12,459,76041$30,288,294100 |
December31,2020 | December31,2020 |
|---|---|---|---|---|
AMOUNT$1,756,534290,2691,390,689300,821370,3452,872,05280,4228,226,568518,7781,783,926238,13017,828,534-62,601270,431621,8658,537,930299,2772,203,498172,849194,87996,43012,459,760$30,288,294 |
AMOUNT$1,648,794362,8251,151,957300,303329,0992,300,998288,7936,989,137812,616186,501194,28014,565,30359,90667,952362,045460,93711,549,183429,6541,890,332186,007193,28351,22315,250,522$29,815,825 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1120 Financial assets at fair value through other comprehensive income - current 1136 Current financial assets at amortised cost 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 130X Inventories, net 1410 Prepayments 1460 Non-current assets held for sale - net 1470 Other current assets 11XX Total current assets Non-current assets 1510 Non-current financial assets at fair value through profit or loss 1517 Financial assets at fair value through other comprehensive income - non-current 1535 Non-current financial assets at amortised cost 1550 Investments accounted for under equity method 1600 Property, plant and equipment, net 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets, net 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
514118123311 |
|||
49 |
||||
--12391611- |
||||
51 |
||||
100 |
(Continued)
- 32 -
YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December31,2021 December31,2020 Notes AMOUNT % AMOUNT % 6(15) and 8 $6,761,51822 $6,393,320216(16) 640,0002480,00026(25) and 7 635,2342479,3552360,2881295,1251878,9693795,4023639,4212761,73627 4,829---197,0811126,832-6(13) 25,865---31,144-14,727-6(17)(19)(20) and 8 5,190,264173,782,085136(18) 462,1402184,692115,826,7535213,313,274456(17)(19) and 8 196,0471983,54136(17)(20) and 8 2,481,89284,716,932166(30) 444,5732503,1882112,168-51,335-6(21) 219,3831270,76213,454,063126,525,7582219,280,8166419,839,032676(22) 6,380,540215,700,402192,333-150,07616(23) 2,384,60282,592,44286(24) 359,2431279,1871490,5722637,63421,256,9994800,5613(106,385) (1 ) (176,879) (1 )6(22) (414,345) (1 ) (562,488) (2 )10,353,559349,420,93531653,9192555,858211,007,478369,976,793339 11 $30,288,294100 $29,815,825100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2130 Current contract liabilities 2150 Notes payable 2170 Accounts payable 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2260 Liabilities directly related to non-current assets held for sale 2280 Current lease liabilities 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of parent Share capital 3110 Common stock 3130 Certificate of entitlement to new shares from convertible bonds Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 31XX Equity attributable to owners of the parent 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements.
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YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except for earnings (loss) per share amounts)
| Items | 2021 2020 Notes AMOUNT % AMOUNT % 6(25) and 7 $17,181,794100$13,924,1931006(6)(29) and 7 (14,275,031 ) (83) (11,466,445) (83 )2,906,763172,457,748176(29) (1,061,761 ) (6) (969,655) (7 )(498,876 ) (3) (528,698) (4 )(38,578 )- (47,288)-12(2) (3,649 )- (5,462)-(1,602,864 ) (9) (1,551,103) (11 )1,303,8998906,64565,045-23,266-6(26) and 7 230,0971292,39926(27) 741,1424872,97266(28) (187,314 ) (1) (230,971) (1 )6(7) 137,596195,7181926,56651,053,38482,230,465131,960,029146(30) (203,371 ) (1) (164,214) (1 )2,027,094121,795,815136(13) (1,177,429 ) (7) (1,016,910) (7 )$849,6655$778,9056 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5950 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8000 Profit for the year from continuing operations 8100 Loss from discontinued operations 8200 Profit for the year |
(Continued)
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YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except for earnings (loss) per share amounts)
| Items | 2021 2020 Notes AMOUNT % AMOUNT % 6(21) $15,983-$21,403-6(3) 363,8072 (16,791)-6(30) (3,196 )- (4,281)-376,5942331-(105,217 ) (1) (240,034) (2 )6(3) (3,724 )-4,110-(3,550 )- (7,895)-(112,491 ) (1) (243,819) (2 )$264,1031 ($243,488) (2 )$1,113,7686$535,4174$867,7625$805,6046(18,097 )- (26,699)-$849,6655$778,9056$1,156,8166$568,6454(43,048 )- (33,228)-$1,113,7686$535,41746(31) $3.38$3.05(1.91) (1.63)$1.47$1.42$3.04$2.62(1.72) (1.39)$1.32$1.23 |
|---|---|
| Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial gains on defined benefit plans 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8367 Unrealised (losses) gains from investments in debt instruments measured at fair value through other comprehensive income 8370 Share of other comprehensive loss of associates and joint ventures accounted for under equity method 8360 Other comprehensive loss that will be reclassified to profit or loss 8300 Other comprehensive income (loss) for the year 8500 Total comprehensive income for the year Profit (loss) attributable to: 8610 Owners of the parent 8620 Non-controlling interest Comprehensive income (loss) attributable to: 8710 Owners of the parent 8720 Non-controlling interest Earnings (loss) per share (in dollars) Basic earnings (loss) per share 9710 Basic earnings per share from continuing operations 9720 Basic loss per share from discontinued operations 9750 Basic earnings per share Diluted earnings (loss) per share 9810 Diluted earnings per share from continuing operations 9820 Diluted loss per share from discontinued operations 9850 Diluted earnings per share |
The accompanying notes are an integral part of these consolidated financial statements.
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YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| 2020 Balance at January 1, 2020 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Legal reserve used to offset against accumulated defici Cash dividends from capital surplus Disposal of equity investment valued at fair value through other comprehensive income Dividends for which the claim period has elapsed and unclaimed by shareholders Changes in ownership interests in subsidiaries Purchase of treasury shares Cancellation of treasury stocks Conversion of convertible bonds The Company's stocks held by subsidiaries deemed as cash dividends distributed to treasury stocks Decrease in non-controlling interest Balance at December 31, 2020 |
Notes | Equityattr | Equityattr | ibutable to owners | of theparent | of theparent | Non-controlling interest |
Non-controlling interest |
Total equity$ 9,571,249778,905(243,488 )535,417-(166,265 )-86(33,223 )(170,350 )-189,7065,39944,774$ 9,976,793 |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Capital surplus | Retained Earnings | Ot | her EquityInteres | t | Treasurystocks | Total | |||||||||||||||||
| Share capital - common stock |
Certificate of entitlement to new shares from convertible bonds |
Legal reserve | Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreign operations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
Revaluation surplus |
|||||||||||||||||
| t 6(23)(24) 6(3) 6(23) 6(22) 6(22)(23) |
$ 5,718,342---------(17,940)---$ 5,700,402 |
$-----------150,076--$150,076 |
$ 2,751,507----(166,265)-86(33,223)-(4,692)39,6305,399-$ 2,592,442 |
$620,361---(341,174)---------$279,187 |
$637,634-------------$637,634 |
( $341,174 )805,60417,122822,726341,174-(22,165 )-------$800,561 |
($295,381)- (241,400)(241,400)- - - - - - - - - - ($536,781) |
( $89,158)- (12,681)(12,681)- - 22,165 - - - - - - - ( $79,674) |
$439,576 --------- ----$439,576 |
($414,770) |
$ 9,026,937 |
)) ) ) |
$544,312 |
) )) |
||||||||||
- - |
805,604(236,959 |
(26,699(6,529 |
||||||||||||||||||||||
- |
568,645 |
(33,228 |
||||||||||||||||||||||
- - - - - (170,350)22,632 - - - |
-(166,265 -86(33,223 (170,350 -189,7065,399- |
---------44,774 |
||||||||||||||||||||||
($562,488) |
$ 9,420,935 |
$555,858 |
(Continued)
13
YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| 2021 Balance at January 1, 2021 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Appropriations and distribution of retained earnings fo the year ended December 31, 2020 Cash dividends Stock dividends Legal reserve Special reserve reversal Disposal of equity investment valued at fair value through other comprehensive income Changes in ownership interests in subsidiaries Disposal of treasury shares by subsidiaries Cancellation of treasury stocks Conversion of convertible bonds Conversion of certificates of bonds-to-share Difference between consideration and carrying amount of subsidiaries acquired or disposed The Company's stocks held by subsidiaries deemed as cash dividends distributed to treasury stocks Decrease in non-controlling interest Balance at December 31, 2021 |
Notes | Equityattr | Equityattr | ibutable to owners | of theparent | of theparent | Non-controlling interest |
Non-controlling interest |
Total equity$ 9,976,793849,665264,1031,113,768(348,445)----(1,929)8,870-350,253--10,799(102,631)$ 11,007,478 |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Capital surplus | Retained Earnings | Ot | her EquityInteres | t | Treasurystocks | Total | |||||||||||||||||
| Share capital - common stock |
Certificate of entitlement to new shares from convertible bonds |
Legal reserve | Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreign operations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
Revaluation surplus |
|||||||||||||||||
| r 6(24) 6(3) 6(23) 6(22) 6(22)(23) 6(22)(23) 6(23)(32) 6(23) |
$ 5,700,402----348,445-----(93,800)-425,493---$ 6,380,540 |
$150,076-----------277,750(425,493)---$2,333 |
$ 2,592,442--------(1,929)-(45,473)72,503-(243,740)10,799-$ 2,384,602 |
$279,187-----80,056----------$359,243 |
$637,634------(147,062)---------$490,572 |
$800,561867,76212,787880,549(348,445 )(348,445 )(80,056 )147,062205,773--------$ 1,256,999 |
($536,781)- (105,221)(105,221)- - - - - - - - - - - - - ($642,002) |
( $79,674)- 381,488 381,488 - - - - (205,773)- - - - - - - - $96,041 |
$439,576----------------$439,576 |
( $562,488) |
$ 9,420,935 |
) ) ) |
$555,858 |
) ) ) ) |
||||||||||
- - |
867,762289,054 |
(18,097(24,951 |
||||||||||||||||||||||
- |
1,156,816 |
(43,048 |
||||||||||||||||||||||
- - - - - - 8,870 139,273 - - - - - |
(348,445 ----(1,929 8,870-350,253-(243,740 10,799- |
----------243,740-(102,631 |
||||||||||||||||||||||
( $414,345) |
$ 10,353,559 |
$653,919 |
The accompanying notes are an integral part of these consolidated financial statements.
- 37 -
YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit from continuing operations before tax Loss from discontinued operations before tax Profit before tax Adjustments Adjustments to reconcile profit (loss) Gain on financial assets at fair value through profit or loss Expected credit impairment loss Gain on disposal of non-current assets held for sale Share of profit of associates and joint ventures accounted for under equity method Impairment loss on property, plant and equipment Depreciation Impairment loss on intangible assets Loss (gain) on disposal of property, plant and equipment Loss on write-off of property, plant and equipment Impairment loss on non-current assets classified as held for sale Prepayments reclassified to loss Loss (gain) on fair value adjustment of investment property Gain on disposal of investments Gains arising from transfer of right in sale and lease-back transaction Losses from lease modification Amortization Employees' compensation Interest income Dividend income Interest expense Subsidiaries' share-based payments Changes in operating assets and liabilities Changes in operating assets Notes receivable, net Accounts receivable, net Other receivables Inventories Prepayments Other current assets Changes in operating liabilities Current contract liabilities Notes payable Accounts payable Other payables Other current liabilities Other non-current liabilities Cash inflow generated from operations Interest received Dividends received Interest paid Income tax paid Net cash flows (used in) from operating activities |
Notes 2021 2020 $2,230,465 $1,960,029(1,177,429 ) (1,016,910 )1,053,036 943,119 6(2)(27) (24,174 ) (1,430 )12(2) 3,6495,4626(27) (851,666 )-6(7) (137,596 ) (95,718 )6(8)(14)(27) -767,0576(8)(9)(29) 640,635714,4606(12)(14)(27) -62,0926(27) 1,823 (65,355 )6(8)(27) 22,978263,3696(14)(27) 844,535-6(27) 255,352-6(11)(27) 2,681 (27,817 )6(27) (7,712 ) (1,066,964 )6(9)(27) - (237,191 )6(9)(27) -85,9156(12)(29) 10,00813,1646(29) 5,57614,811(5,045 ) (23,266 )6(26) (89,059 ) (85,125 )6(28) 202,548298,115-3,615(41,246 )325,935(574,703 )85,27053,077 (1,718 )(1,180,304 )166,03525,888 (272,720 )(43,850 ) (83,518 )155,87939,59065,1632,20683,567100,376(139,571 )143,7691,6664,142(37,775 ) (20,210 )295,360 2,057,470 3,83923,16289,05384,925(269,970 ) (370,130 )(212,669 ) (68,140 )(94,387 ) 1,727,287 |
|---|---|
(Continued)
- 38 -
YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Decrease in financial assets at amortised cost Proceeds from disposal of subsidiaries Proceeds from disposal of non-current assets held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of right-of-use assets (Increase) decrease in other non-current assets Acquisition of investments accounted for using equity method Decrease in liabilities directly related to non-current assets held for sale Increase in other current liabilities Increase (decrease) in other non-current liabilities Net cash flows from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Increase (decrease) in short-term notes and bills payable Proceeds from issuance of bonds Proceeds from long-term borrowings Repayment of long-term borrowings Decrease in lease liabilities Purchase of treasury shares Payment of cash dividends Cash dividends from capital surplus Change in non-controlling interest Purchase of treasury shares by subsidiaries Proceeds from issuance of shares by subsidiaries Proceeds from disposal of treasury shares by subsidiaries Net cash flows used in financing activities Effect of exchange rate fluctuations on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Notes 2021 2020 ( $2,665,434 ) ( $3,781,729 )2,820,1613,992,483(1,174,950 ) (969,715 )6(3) 1,325,800418,57591,096426,698-1,387,2641,043,350-6(33) (342,000 ) (372,165 )80090,062- (92,395 )(45,207 )31,466(27,862 )-(34,917 )-432,282-1,332 (3,875 )1,424,451 1,126,669 6(34) 393,168 (65,795 )6(34) 160,000 (70,000 )-203,7106(34) 3,958,6391,912,1626(34) (5,195,019 ) (5,539,299 )6(34) (28,010 ) (181,382 )6(22) - (170,350 )6(24) (348,445 )-- (160,866 )(108,238 ) (71,651 )- (99,211 )-148,0008,870 - (1,159,035 ) (4,094,682 )(63,289 ) (75,678 )107,740 (1,316,404 )1,648,794 2,965,198 $1,756,534 $1,648,794 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
- 39 -
Attachment IV
Comparison Table of the Articles of Incorporation Before and After Revision
YEM CHIO CO., LTD.
Comparison Table of the Articles of Incorporation Before and After Revision
| Article | After Revision | Before Revision | Reason for Revision |
|---|---|---|---|
| Article 8-1 | The Company’s shareholders meeting can be held by means of visual communication network or other methods promulgated by Ministry of Economic Affairs. |
(New added) |
1.New added article. 2. The revision of Article 172-2 of the Company Act has been announced on December 29th, 2021, public companies can hold shareholders’ meetings by means of visual communication network. In order to cooperate with the competent authorities to promote the policy of virtual shareholders meeting, and to meet the needs of the digital era, provide a convenient channel for shareholders to participate in shareholders' meetings, added Article 8-1 to clearly define that the Company’s shareholders meeting can be held by means of visual communication network or other methods promulgated by Ministry of Economic Affairs. |
| Article 21 | The 42~~nd~~Amendment was made on July 7th, 2021 The 43rdAmendment was made on June17~~th~~, 2022 |
The 42~~nd~~Amendment was made on July 7th, 2021 |
To add the number and date of the amendment. |
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Attachment V
Comparison table of “Handling Procedures for the Acquisition and Disposal of Assets" before and after revision
YEM CHIO CO., LTD.
Comparison Table of “Handling Procedures for the Acquisition and Disposal of Assets" Before and After Revision
| Assets" | Before and After Revision | ||
|---|---|---|---|
| Article | After Revision | Before Revision | Reason for Revision |
| Article 3 Evaluation Procedures |
1. The accounting department shall conduct an analysis of the relevant benefits and assess the possible risks for the acquisition or disposal of long-term and short-term securities investments of the company or the conduction of derivatives trading business. Each unit shall draw up capital expenditure plans in advance for the purpose, necessity and anticipated benefit of the acquisition or disposal of real property and other assets. If the company engages in any acquisition of real property from a related party, it shall evaluate the reasonableness of the transaction terms, etc. with the provisions of paragraph 2 of the procedures. 2. The company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the |
1. The accounting department shall conduct an analysis of the relevant benefits and assess the possible risks for the acquisition or disposal of long-term and short-term securities investments of the company or the conduction of derivatives trading business. Each unit shall draw up capital expenditure plans in advance for the purpose, necessity and anticipated benefit of the acquisition or disposal of real property and other assets. If the company engages in any acquisition of real property from a related party, it shall evaluate the reasonableness of the transaction terms, etc. with the provisions of paragraph 2 of the procedures. 2. The company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price.If the accountant needs to use an expert reporter, shall handle in accordance with the provisions of the Bulletin No. |
Articles 5, 9 to 11, 15, 31, and 36 amended and issued per 28 January 2022 Order No. Financial-Supervisory-Sec urities-Corporate-1110380 465 of the Financial Supervisory Commission. And take effect from the date of publication, delete the relevant text that the accountant shall follow the Statement of Auditing. |
- 41 -
transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).
20 on Statement of Auditing Standard issued by the Accounting Research and Development ~~F~~ oundation. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).
3.Where the company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reach 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. 4. In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall conduct according to the procedures of asset appraisal.
3.Where the company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reache 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. 4. In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall conduct according to the procedures of asset appraisal. 5. The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Article 5, item 1, paragraph 4 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount. 6. The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of
-
The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Article 5, item 1, paragraph 4 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount. 6. The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the
-
42 -
| board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. 7. The means of price determination and supporting reference materials of the acquisition or disposal of assets, in addition to refer to the experts’ opinions such as professional appraisals and accountants in accordance with the regulations, the Company shall handle the acquisition or disposal matters in compliance with the following procedures: 1. The acquisition or disposal of securities that are traded on a centralized exchange market or OTC exchange shall be determined according to the equity or bond prices at that time. 2. The acquisition or disposal of securities that are not traded on a centralized exchange market or OTC exchange shall be determined according to the net value per share, technology and profitability, future development potential, market interest rate, bond coupon rate and debtor's credit, etc. and refer to the latest transaction price. 3. The acquisition or disposal of memberships shall be determined according to the benefits that it can generate, and the latest transaction price. The acquisition or disposal of patents, copyrights, trademarks, franchise rights, and other intangible assets shall be determined according to international or market |
directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. 7. The means of price determination and supporting reference materials of the acquisition or disposal of assets, in addition to refer to the experts’ opinions such as professional appraisals and accountants in accordance with the regulations, the Company shall handle the acquisition or disposal matters in compliance with the following procedures: 1. The acquisition or disposal of securities that are traded on a centralized exchange market or OTC exchange shall be determined according to the equity or bond prices at that time. 2. The acquisition or disposal of securities that are not traded on a centralized exchange market or OTC exchange shall be determined according to the net value per share, technology and profitability, future development potential, market interest rate, bond coupon rate and debtor's credit, etc. and refer to the latest transaction price. 3. The acquisition or disposal of memberships shall be determined according to the benefits that it can generate, and the latest transaction price. The acquisition or disposal of patents, copyrights, trademarks, franchise rights, and other intangible assets shall be determined according to international or market practices, the validity period and the impact on the company's |
||
|---|---|---|---|
- 43 -
| practices, the validity period and the impact on the company's technology and business. 4. The acquisition or disposal of real property, equipment, and right-of-use assets shall be determined according to the announced present value, assessed present value, actual transaction price of adjacent real estate, book value and supplier quotations. If the acquisition of real property is from a related party, it shall be calculated with the provisions of paragraph 2 of the procedures, to evaluate whether the transaction price is reasonable. 5. The conduction of derivatives trading business shall be determined according to the trading conditions of the futures market, exchange rate and interest rate trends, etc. 6. Handling mergers, demergers, acquisitions, or transfer of shares shall consider its business nature, net value per share, asset value, technology and profitability, production capacity and future growth potential, etc. |
technology and business. 4. The acquisition or disposal of real property, equipment, and right-of-use assets shall be determined according to the announced present value, assessed present value, actual transaction price of adjacent real estate, book value and supplier quotations. If the acquisition of real property is from a related party, it shall be calculated with the provisions of paragraph 2 of the procedures, to evaluate whether the transaction price is reasonable. 5. The conduction of derivatives trading business shall be determined according to the trading conditions of the futures market, exchange rate and interest rate trends, etc. 6. Handling mergers, demergers, acquisitions, or transfer of shares shall consider its business nature, net value per share, asset value, technology and profitability, production capacity and future growth potential, etc. |
||
|---|---|---|---|
| Article 5 Public announcemen t and regulatory filing procedures: |
1. Under any of the following circumstances, the company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: (1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other |
1. Under any of the following circumstances, the company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: (1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use |
Articles 5, 9 to 11, 15, 31, and 36 amended and issued per 28 January 2022 Order No. Financial-Supervisory -Securities-Corporate -1110380465 of the Financial Supervisory Commission. And take effect from the date of publication. 1. Considering that the current public companies have been exempted from the public announcement and |
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than real property or assets thereof from or to a regulatory filing, right-of-use assets thereof related party where the trading of foreign from or to a related party transaction amount reaches 20 government bonds where the transaction amount percent or more of paid-in with a rating that is reaches 20 percent or more of capital, 10 percent or more of not lower than the paid-in capital, 10 percent or the company's total assets, or sovereign rating of more of the company's total NT$300 million or more; Taiwan may also assets, or NT$300 million or provided, this shall not apply to be exempted. more; provided, this shall not trading of domestic government apply to trading of domestic bonds or bonds under 2. Considering that the foreign government bonds or bonds repurchase and resale government bonds under repurchase and resale agreements, or subscription or are simple, and agreements, or subscription redemption of money market exchange traded or redemption of money funds issued by domestic notes are similar to market funds issued by securities investment trust domestic securities enterprises. exchange traded fund, trading of investment trust enterprises. (2) Merger, demerger, foreign (2) Merger, demerger, acquisition, or transfer of acquisition, or transfer of shares. government bonds shares. (3) Losses from derivatives in the primary market, (3) Losses from derivatives trading reaching the limits on subscription or trading reaching the limits on aggregate losses or losses on aggregate losses or losses on aggregate losses or losses on individual contracts set out in redemption of individual contracts set out in article3, item 14, paragraph 4 of article3, item 14, paragraph 4 of exchange traded notes may also be article3, item 14, paragraph 4 the procedures adopted by the the procedures adopted by the exempted.
shares. (3) Losses from derivatives (3) Losses from derivatives trading reaching the limits on trading reaching the limits on aggregate losses or losses on aggregate losses or losses on aggregate losses or losses on individual contracts set out in individual contracts set out in article3, item 14, paragraph 4 of article3, item 14, paragraph 4 of article3, item 14, paragraph 4 the procedures adopted by the the procedures adopted by the of the procedures adopted by company. the company. (4) Where an asset transaction (4) Where an asset other than any of those referred transaction other than any of to in the preceding 3 those referred to in the subparagraphs, or an preceding 3 subparagraphs, investment in the mainland or an investment in the China area, its amount of any mainland China area, its individual transaction, or its amount of any individual cumulative transaction amount transaction, or its cumulative of acquisitions and disposals of transaction amount of the same type of underlying acquisitions and disposals of asset with the same transaction the same type of underlying counterparty within the asset with the same preceding year, or its transaction counterparty cumulative transaction amount within the preceding year, or of acquisitions and disposals its cumulative transaction (cumulative acquisitions and amount of acquisitions and disposals, respectively) of real disposals (cumulative property or right-of-use assets acquisitions and disposals, thereof within the same respectively) of real property development project within the or right-of-use assets thereof preceding year, or its within the same development cumulative transaction amount project within the preceding of acquisitions and disposals year, or its cumulative (cumulative acquisitions and transaction amount of disposals, respectively) of the acquisitions and disposals same security within the (cumulative acquisitions and preceding year reaches 20 disposals, respectively) of the percent or more of paid-in same security within the capital or NT$300 million; preceding year reaches 20 provided, this shall not apply to percent or more of paid-in the following circumstances: capital or NT$300 million; "Within the preceding year" as provided, this shall not apply used in the preceding paragraph to the following refers to the year preceding the circumstances: "Within the date of occurrence of the
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preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” need not be counted toward the transaction amount.
current transaction. Items duly announced in accordance with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” need not be counted toward the transaction amount. 1. Trading of domestic government bonds. 2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
- Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan.
the sovereign rating of 3. Where equipment or Taiwan. right-of-use assets thereof for 2. Trading of bonds under business use are acquired or repurchase and resale disposed of, and furthermore agreements, or subscription the transaction counterparty is or redemption of money not a related party, and the market funds issued by transaction amount does not domestic securities reach NT$500 million or more. investment trust enterprises. 4. Where land is acquired under Or trading on subscription of an arrangement on engaging foreign government bonds, or others to build on the of ordinary corporate bonds company's own land, engaging or general bank debentures others to build on rented land, without equity characteristics joint construction and (excluding subordinated allocation of housing units, debt) that are offered and joint construction and issued in the primary market, allocation of ownership or subscription or redemption percentages, or joint of securities investment trust construction and separate sale, funds or futures trust funds, and furthermore the transaction or subscription or redemption counterparty is not a related of exchange traded notes, or party, and the amount the subscription by a securities company expects to invest in firm of securities as the transaction does not reach necessitated by its NT$500 million. undertaking business or as an 5. Acquisition or disposal of advisory recommending real property or right-of-use securities firm for an assets thereof for construction emerging stock company, in use, and furthermore the accordance with the rules of transaction counterparty is not a the Taipei Exchange. related party, and the 3. Where equipment or transaction amount does not right-of-use assets thereof for reach NT$500 million.
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Where equipment or business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount does not reach NT$500 million or more.
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The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.
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Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on
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rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction does not reach NT$500 million.
- When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.
NT$500 million. 4. Where any of the following 5. Acquisition or disposal of circumstances occurs with real property or right-of-use respect to a transaction that assets thereof for the Company has already construction use, and publicly announced and furthermore the transaction reported in accordance with counterparty is not a related the following (1), a public party, and the transaction report of relevant information amount does not reach shall be made on the NT$500 million. information reporting website 2. The Company shall designated by the FSC within compile monthly reports on 2 days counting inclusively the status of derivatives from the date of occurrence of trading engaged in up to the the event: end of the preceding month (1) Change, termination, or by the company and any rescission of a contract signed subsidiaries that are not regarding the original domestic public companies transaction. and enter the information in (2) The merger, demerger, the prescribed format into the acquisition, or transfer of shares information reporting website is not completed by the designated by the FSC by the scheduled date set forth in the 10th day of each month. contract. 3. When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. 4. Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the following (1), a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the
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| date of occurrence of the event: (1) Change, termination, or rescission of a contract signed regarding the original transaction. (2) The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. |
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|---|---|---|---|
| Article 6 Asset evaluation procedures: |
In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions. The company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. . Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a referenc basis for the transaction price, the transaction shall be submitted for approval in advance by the board o directors; the same procedure shall also be followed whenever there i any subsequent change to the terms and conditions of the transaction. 2. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be |
e f In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrenc of the event from a professional appraiser and shall further comply with the following provisions. The company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for th appraisal report or CPA opinion. . Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. 2. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. |
e e Articles 5, 9 to 11, 15, 31, and 36 amended and issued per 28 January 2022 Order No. Financial-Supervisory-Sec urities-Corporate-1110380 465 of the Financial Supervisory Commission. And take effect from the date of publication, delete the relevant text that the accountant shall follow the Statement of Auditing. |
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obtained. 3. Where any one of the 3. Where any one of the following circumstances following circumstances applies with respect to the applies with respect to the professional appraiser's professional appraiser's appraisal results, unless all appraisal results, unless al the appraisal results for the the appraisal results for the assets to be acquired are assets to be acquired are higher than the transaction higher than the transaction amount, or all the appraisal amount, or all the results for the assets to be appraisal results for the disposed of are lower than assets to be disposed of are the transaction amount, a lower than the transaction certified public accountant amount, a certified public shall be engaged to render a accountant shall be specific opinion regarding engaged to render a the reason for the specific opinion regarding discrepancy and the the reason for the appropriateness of the discrepancy and the transaction price in appropriateness of the accordance with the transaction price: provisions of the Bulletin 1) The discrepancy between No. 20 on Statement of the appraisal result and the Auditing Standard issued transaction amount is 20 by the Accounting Research percent or more of the and Development transaction amount. Foundation: 2) The discrepancy between 1) The discrepancy between the the appraisal results of two appraisal result and the or more professional transaction amount is 20 appraisers is 10 percent or percent or more of the more of the transaction transaction amount. amount. 2) The discrepancy between the 4. No more than 3 months may appraisal results of two or elapse between the date of more professional the appraisal report issued appraisers is 10 percent or by a professional appraiser more of the transaction and the contract execution amount. date; provided, where the 4. No more than 3 months may publicly announced elapse between the date of current value for the same the appraisal report issued period is used and not by a professional appraiser more than 6 months have and the contract execution elapsed, an opinion may date; provided, where the still be issued by the publicly announced current original professional value for the same period is appraiser. used and not more than 6 Except where a limited price, months have elapsed, an specified price, or special opinion may still be issued price is employed by a by the original professional construction enterprise as the appraiser. reference basis for the Except where a limited price, transaction price, if an specified price, or special appraisal report cannot be price is employed by a obtained in time and there is construction enterprise as the a legitimate reason for the reference basis for the delay, the appraisal report transaction price, if an shall be obtained within 2 appraisal report cannot be weeks counting inclusively obtained in time and there is a from the date of occurrence, legitimate reason for the and the certified public delay, the appraisal report accountant's opinion under shall be obtained within 2
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subparagraph 3 of the weeks counting inclusively preceding paragraph shall be from the date of occurrence, obtained within 2 weeks and the certified public counting inclusively from the accountant's opinion under day the appraisal report is subparagraph 3 of the obtained. preceding paragraph shall be Except where a limited price, obtained within 2 weeks specified price, or special counting inclusively from the price is employed by a day the appraisal report is construction enterprise as the obtained. reference basis for the Except where a limited price, transaction price, if an specified price, or special price appraisal report cannot be is employed by a construction obtained in time and there is enterprise as the reference basis a legitimate reason for the for the transaction price, if an delay, the appraisal report appraisal report cannot be shall be obtained within 2 obtained in time and there is a weeks counting inclusively legitimate reason for the delay, from the date of occurrence, the appraisal report shall be and the certified public obtained within 2 weeks accountant's opinion under counting inclusively from the subparagraph 3 of the date of occurrence, and the preceding paragraph shall be certified public accountant's obtained within 2 weeks opinion under subparagraph 3 counting inclusively from the of the preceding paragraph shall day the appraisal report is be obtained within 2 weeks obtained. counting inclusively from the day the appraisal report is obtained.
Article 11 When the company intends to When the company intends to Articles 5, 9 to 11, 15, 31, Resolution acquire or dispose of real acquire or dispose of real and 36 amended and procedures: property or right-of-use property or right-of-use assets issued per 28 January assets thereof from or to a thereof from or to a related 2022 Order related party, or when it party, or when it intends to No.Financial-Supervisoryintends to acquire or dispose acquire or dispose of assets Securities-Corporate-1110 of assets other than real other than real property or 380465 of the Financial property or right-of-use right-of-use assets thereof from Supervisory Commission. assets thereof from or to a or to a related party and the And take effect from the related party and the transaction amount reaches 20 date of publication, those transaction amount reaches percent or more of paid-in who acquire or dispose of 20 percent or more of paid-in capital, 10 percent or more of more than 10% of the total capital, 10 percent or more of the company's total assets, or assets shall submit the company's total assets, or NT$300 million or more, relevant materials to the NT$300 million or more, except in trading of domestic shareholders' meeting for except in trading of domestic government bonds or bonds approval before government bonds or bonds under repurchase and resale proceeding to protect the under repurchase and resale agreements, or subscription or rights and interests of agreements, or subscription redemption of money market shareholders. or redemption of money funds issued by domestic market funds issued by securities investment trust domestic securities enterprises, the company may investment trust enterprises, not proceed to enter into a the company may not transaction contract or make a proceed to enter into a payment until the following transaction contract or make matters have been summited to a payment until the following the audit committee and get the matters have been summited approval and then approved by to the audit committee and the board of directors: get the approval and then 1. The purpose, necessity and approved by the board of anticipated benefit of the directors: acquisition or disposal of
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-
The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
assets. 2. The reason for choosing the related party as a transaction counterparty. 3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 18 and Article 19.
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The reason for choosing the related party as a transaction counterparty. 3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 18 and Article 19.
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The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.
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The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.
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Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
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Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
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An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
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Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts of the preceding paragraph shall be made in accordance with Article 5, item 1paragraph 4 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been accepted by the audit committee and submitted to and approved by the board of directors need not be counted toward the transaction amount. When the Company intends to acquire or dispose of equipment or right-of-use assets thereof for business use, real property right-of-use assets, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within a
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An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. 7. Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts of the preceding paragraph shall be made in accordance with Article 5, item 1paragraph 4 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been accepted by the audit committee and submitted to and approved by the board of directors need not be counted toward the transaction amount.
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When the Company intends to acquire or dispose of equipment or right-of-use assets thereof for business use, real property right-of-use assets, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting. When the independent directors of the company submitted matters for discussion by the board of directors pursuant to item 1, if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. If the Company or a subsidiary will have a transaction set out in paragraph 1 and the transaction amount will reach 10 percent or more of the public company’s total assets, the Company shall submit the materials in all the subparagraphs of paragraph 1 to the shareholders meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not apply to transactions between the Company and its parent company or subsidiaries or between its subsidiaries. The calculation of the transaction amounts referred to in paragraph 1 and the preceding paragraph shall be made in accordance with Article 15, paragraph 1 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the shareholders meeting or board of directors need not be
certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting. When the independent directors of the company submitted matters for discussion by the board of directors pursuant to item 1, if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
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| counted toward the transaction amount. |
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|---|---|---|---|
| Article 28: History |
These Articles of Procedures | Change the amendments history, originally placed at the top of the table, to be presented as additional |
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| were established on May 31, 2003. The 1st amendment was made on May 6, 2006. The 2nd amendment was made on May 12, 2007. The 3rd amendment was made on June 19, 2009. The 4th amendment was made on June 25, 2010. The 5th amendment was made on June 27, 2012. The 6th amendment was made on June 26, 2014. The 7th amendment was made on June 28, 2017. The 8th amendment was made on June 20, 2019. The 9th amendment was made on July 7, 2021. The 10th amendment was made on June 17, 2022. |
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provisions |
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Attachment VI
Articles of Incorporation
YEM CHIO CO., LTD.
==> picture [155 x 30] intentionally omitted <==
Articles of Incorporation
Chapter 1: General Provisions
Article 1
The Corporation is a company limited by shares and incorporated in accordance with the Company Act, under the Chinese name 炎洲股份有限公司 and English name YEM CHIO CO., LTD.
Article 2
The Company’s business scope covers the following:
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C802160 Manufacture of Adhesive Tapes
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CA02990 Manufacture of Other Fabricated Metal Products Not Elsewhere Classified
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C805010 Manufacture of Plastic Sheets, Pipes and Tubes
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C805020 Manufacture of Plastic Films and Bags
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C601040 Manufacture of Processed Paper
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F109070 Wholesale of Cultural, Educational, Musical Instruments and Educational Entertainment Supplies
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F107190 Wholesale of Plastic Films and Bags
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F113050 Wholesale of Computers and Office Machines/Equipment
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F401010 International Trade
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H701010 Housing and Building Development and Rental
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J901020 Hotels and Motels
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ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval
Article 3
The Company shall have its head office in Taipei City and may establish domestic and overseas branches as required through board resolutions.
Article 4
Any and all public disclosures to be made by the Company shall be published in accordance with Article 28 of Company Act and SEC regulations.
The Company shall comply with these Regulations when making loans and endorsements/guarantees for others.
When the Company becomes a shareholder in a limited liability company after reinvestment, the total amount of its investments in such company shall not exceed forty percent of the amount of its own paid-up capital.
Chapter 2: Shares
Article 5
The total capital of the company is set at NT$10 billion, divided into one billion shares. The amount per share is NT$10, and the Board of Directors is authorized to issue the shares in installments according to operational requirements.
Upon execution of the said agreement, NT$40 million is retained for the issuance of employee stock subscription warrants. There are a total of 400 million shares at NT$10 per share, which may be issued in installments in accordance with the resolution of the Board of Directors.
Article 5-1
The Company, which intends to repurchase its own shares and transfer shares to employees at less than the average actual share repurchase price, must have obtained the consent of at least two-thirds of the voting rights at the most recent shareholders’ meeting attended by shareholders representing a majority of total issued shares. Such action can be processed after the aforementioned consent resolution.
Article 6
All Company shares are registered shares and the share certificates shall be affixed with the signatures or personal seals of directors representing the company, and shall be duly certified or authenticated by the bank authorized to certify shares under the law before issuance. For shares to be issued, the issuing company may be exempted from printing any share certificate; in that case, it should register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.
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Article 7
The entries in its shareholders' roster shall not be altered within 60 days prior to the convening date of a regular shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date set by the issuing company for distribution of dividends, bonuses or other benefits.
Chapter 3: Shareholders' Meeting
Article 8
There are two kinds of shareholders' meeting: (1) Regular meeting of shareholders to be held at least once a year and convened within six months after the close of each fiscal year, (2) Special meeting of shareholders to be held when necessary
The company shall issue a notice convening a regular shareholders’ meeting to each shareholder no later than 30 days prior to the scheduled meeting date. In case the Company intends to convene a special shareholders’ meeting, a meeting notice shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. The date, place, cause(s) or subject(s) of the shareholders’ meeting shall be indicated in the individual notice. The notice may, as an alternative, be sent electronically after obtaining prior consent from the recipient(s). The Company shall issue a public notice to shareholders holding less than one thousand registered shares.
Article 9
Any shareholder who cannot attend a shareholders’ meeting for any reason may appoint a proxy to attend the meeting on his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. Such written proxy to the company shall comply with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” unless otherwise specified in Article 177 of the Company Act.
Article 10 Except restricted or as stipulated in Article 179-2 of the Company Act regarding no voting power, a shareholder shall have one voting power with respect to each share held.
Article 11
Resolutions at a shareholders' meeting shall, unless otherwise stipulated in the Article of Incorporation, be adopted by majority vote of all shareholders present, representing more than one-half of the total number of voting shares. Article 11-1
Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting in accordance with Article 183 of the Company Act.
Chapter 4: Directors
Article 12
The Company shall have 5 to 7 directors with a three-year term of office and elected through a candidate nomination system pursuant to Article 192-1 of the Company Act. The shareholders shall elect the directors from among the nominees listed in the roster of director-candidates and those eligible for re-election. The total shares of nominal stocks held by the entire body of either directors or supervisors of an issuer shall not be less than the specified percentage of its total issued shares. In accordance with Article 14-2 and Article 183 of the Securities and Exchange Act, there should be no less than 3 independent directors elected from among the directors specified in the previous Article, and the nomination method shall be conducted in accordance with Article 192-1 of the Company Act. The directors shall be elected by shareholders from among the nominees listed in the roster of independent director-candidates and those eligible for re-election. Article 12-1
In compliance with Articles 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee composed of all independent directors. The provisions in the Company Act, Securities and Exchange Act and other laws and regulations pertaining to supervisors shall apply mutatis mutandis to the Audit Committee and members.
Article 13
The Board of Directors shall elect a chairman from among the directors by a majority vote of over two-thirds of directors attending the meeting. The chairman shall externally represent the Company and conduct all business affairs in accordance with the law and regulations, as well as resolutions passed at the Shareholders’ Meeting and Board Meetings.
Article 14
In case the chairman of the Board of Directors is on leave or absent or unable to exercise his/her power and authority for any reason, the substitute is assigned according to regulations of Article 208 of the Company Act.
Article 14-1
In case a director is on leave or absent or unable to exercise his/her power and authority for any reason and appoints another director to attend the board of directors’ meeting on his/her
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behalf, he/she shall, shall issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept an appointment to act as proxy for one director only, as specified in the preceding paragraph. The Board of Directors’ meeting shall be convened with a notice given to each director in writing or by fax/email.
Article 15
All board members conducting the Company’s business affairs shall be compensated based on the amount not exceeding 1% of the total net profit after tax of the preceding year. The compensation is determined by the Board of Directors, taking into account the extent and value of the services provided for the management of the Company and the standards of the same industry.
Chapter 5: Manager
Article 16
The company may have one or more managerial personnel; appointment, discharge and remuneration of managerial personnel shall be decided in accordance with Article 29 of the Company Act.
Chapter 6: Accounting
Article 17
At the close of each fiscal year, the Board of Directors shall prepare the statements and records, i.e., (1) the business report, (2) financial statements, and (3) surplus earning distribution or loss offset proposals; and shall forward the same to supervisors for ratification at the general shareholders’ meeting.
Article 18
A ratio of the profit for the current year distributable as employee compensation shall be specified at no less than 0.5%. However, the company’s accumulated losses should be covered and the amount of compensation hall firstly be retained for impairment loss, and afterwards, employees’ compensation shall be allocated based on preceding percentage..
A company may, through a resolution adopted by a majority vote at a Board of Directors’ meeting attended by two-thirds of the total number of directors, facilitate profit-sharing for employees and report such program at the shareholders’ meeting.
Qualification requirements of employees, including employees of the parent company or subsidiaries to be eligible for profit-sharing in the form of shares or cash, shall be discussed at the Board of Directors’ meeting.
Article 19
The Company, when allocating its surplus (profit) after having paid all taxes and duties, shall first set aside ten percent of the said profit as legal reserve and the remaining profit as special reserve in accordance with Article 41 of the Securities and Exchange Act. Aside from the aforesaid legal reserve, the company may, under its Articles of Incorporation or by means of a shareholders’ resolution, allocate a certain amount as special reserve. At the same Board of Directors’ meeting, the Company may resolve to distribute the shares by issuing new shares or shares in the form of cash in compliance with Article 19-2 of the regulations.
When there is no purpose or reason for the preceding allocated special reserve, a certain proportion of the earnings shall be set aside as special reserve in accordance with the Articles of Incorporation, to be adopted as distributed earnings when reversal of the special reserve is added into the undistributed earnings.
Article 19-1
The industrial development of the Company is mature and steadily profitable, and financial
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structure is complete, so the company adopt a constant dividend policy. When allocating its surplus (profit), the Company shall first set aside legal and special reserves, with the balance distributed as stock dividends or cash dividends. The ratio of dividends paid in cash shall be set at 10% or more of common stock dividends.
Article 19-2
The Board of Directors is authorized to determine the allocation procedures for surplus and capital reserve distributed in cash or as stock dividends; such special resolution shall be submitted to the Board of Directors.
Chapter 7 Appendix
Article 20
With regard to all matters not specified in these Articles of Incorporation, the Company Act and relevant laws and regulations shall apply.
Article 21 These Articles of Incorporation were established on February 13, 1978. The 1st amendment was made on October 13, 1979. The 2nd amendment was made on October 30, 1981. The 3rd amendment was made on May 20, 1987. The 4th amendment was made on June 29, 1987. The 5th amendment was made on December 1, 1988. The 6th amendment was made on September 30, 1989. The 7th amendment was made on July 21, 1990. The 8th amendment was made on May 6, 1991. The 9th amendment was made on March 23, 1992. The 10th amendment was made on April 10, 1992. The 11th amendment was made on May 20, 1993. The 12th amendment was made on July 1, 1994. The 13th amendment was made on May 4, 1995. The 14th amendment was made on August 20, 1996. The 15th amendment was made on March 19, 1997. The 16th amendment was made on August 26, 1997. The 17th amendment was made on December 23, 1997. The 18th amendment was made on March 12, 1998. The 19th amendment was made on June 22, 1998. The 20th amendment was made on October 20, 1998. The 21st amendment was made on December 10, 1998. The 22nd amendment was made on May 30, 1999. The 23rd amendment was made on June 10, 2000. The 24th amendment was made on May 5, 2001. The 25th amendment was made on June 22, 2002. The 26th amendment was made on May 31, 2003. The 27th amendment was made on May 15, 2004. The 28th amendment was made on May 6, 2006. The 29th amendment was made on May 12, 2007. The 30th amendment was made on June 13, 2008. The 31st amendment was made on June 19, 2009. The 32nd amendment was made on June 25, 2010. The 33rd amendment was made on June 24, 2011. The 34th amendment was made on June 27, 2012. The 35th amendment was made on June 28, 2013. The 36th amendment was made on June 26, 2015. The 37th amendment was made on June 28, 2016. The 38th amendment was made on June 28, 2017. The 39th amendment was made on June 26, 2018. The 40th amendment was made on June 20, 2019. The 41st amendment was made on June 19, 2020. The 42nd amendment was made on July 7, 2021.
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Attachment VII Rules and Procedures of Shareholders' Meeting
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YEM CHIO CO., LTD.
Rules and Procedures of Shareholders' Meeting
June 27, 2012 Approved for amendment by shareholders’ meeting
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The Company’s Shareholders' Meeting (the "Meeting") shall be conducted in accordance with the Rules and Procedures.
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The shareholders in the Rules and Procedures refer to shareholders and proxy assigned by shareholders as their representatives in the shareholders’ roster.
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The shareholders (or proxy) attending the meeting should complete the sign-in procedures, or may present an attendance card in lieu of signing the attendance book. The number of shares representing shareholders present at the meeting shall be calculated based on those indicated on the attendance book or attendance cards. The shareholders present in a shareholders’ meeting and their voting rights shall be calculated based on the number of shares. The Company may designate its lawyer, certified public accountant or other relevant persons to attend the shareholders’ meeting.
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The chair shall call the meeting to order at the appointed time when the shareholders in attendance represent a majority of the total number of issued shares. However, if the shareholders present do not represent a majority of the total number of issued shares, the chair may announce a postponement, but not more than twice, for a combined total of at least one hour. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the shareholders in attendance represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175 of the Company Act wherein the shareholders in attendance represent a majority of the total voting rights. When, prior to the conclusion of the meeting, the shareholders in attendance represent a majority of the total number of issued shares, the chair may call a meeting to order any time, and resubmit the tentative resolution for a vote at the shareholders’ meeting.
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If a shareholders’ meeting is convened by the Board of Directors, a meeting agenda shall also be set. The meeting shall proceed according to the agenda, which may not be changed without a shareholders’ resolution.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completing deliberation on the meeting agenda stated in the preceding two paragraphs (including extraordinary motions), with the exception of a shareholders’ resolution. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly facilitate the election of a new chair by a majority of the votes represented by shareholders present, and then continue with the meeting. After concluding the meeting, the shareholders shall not elect another chairman to hold another meeting at the same place or any other venue.
- 5.1. If a shareholders’ meeting is convened by the Board of Directors, the chairperson of the board shall preside over the meeting. When the chairperson of the board is on leave or for any reason, is unable to exercise his/her powers as chairperson, the vice chairperson shall act as chair on his/her behalf; if the chairperson and the vice chairperson are both on leave or for any reason, are unable to preside over the meeting, the chairperson shall appoint one of the directors to act as chair, or, if the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
If a shareholders’ meeting is convened by a party with power to convene, but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more convening parties, they shall mutually select a chair from among themselves.
- Before speaking, a shareholder in attendance must specify on a speaker's slip the subject of his/her speech, as well as shareholder account number (or attendance card number) and account name. The order in which shareholders speak shall be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When a shareholder is speaking, other shareholders may not speak or interrupt unless they have
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sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
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When a shareholder is speaking, a single speech may not exceed 5 minutes. Except with the consent of the chair, the speech can be postponed for another three minutes, but not more than twice.
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A shareholder may not speak more than twice on the same proposal, and if the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may stop the speech.
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After a shareholder’s speech, the chairman may personally designate a person to respond on his/her behalf. When the chairman considers a discussion before any motion for resolution, he or she may announce the suspension of the discussion and submit the motion for resolution.
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Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative majority vote represented by shareholders in attendance. The resolution shall be deemed approved and voted on by the Board with all directors present at the meeting, without raising any objection when the Chairperson releases relevant resolutions for approval.
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10.1 The persons who supervise the casting of votes and counting thereof of resolutions shall be designated by the chairman, provided, however, that the person supervising the casting of votes shall be a shareholder. The results of the resolution(s) shall be announced at the meeting and recorded in the meeting minutes.
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10.2 When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one of them is passed, the other proposals shall be deemed rejected and no further voting is required.
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10.3 Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes and conducted in accordance with Article 183 of the Company Act.
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A shareholder shall have one voting power with respect to each share he/she/it holds. When the government or juristic person is a shareholder, its proxy shall not be limited to one person, provided that the voting right that may be exercised shall be calculated on the basis of the total number of voting shares it holds. In case the aforesaid proxies are two persons or more, they shall jointly exercise their voting rights.
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A shareholder may appoint a proxy to attend a shareholders’ meeting on his/her/its behalf by executing a power of attorney stating therein the scope of power granted to the proxy. A shareholder may only execute one power of attorney and appoint one proxy, issuing such written proxy to the company no later than 5 days prior to the meeting date of the shareholders’ meeting. In case two or more written proxies are received from one shareholder, the first one received by the company shall prevail, unless an explicit statement revoking the previous written proxy is made later on.
After executing the power of attorney, the shareholder issuing the said proxy then decides to attend the shareholders’ meeting in person, a proxy rescission notice should be filed with the company at least 1 day prior to the date of the shareholders’ meeting so as to rescind the proxy; otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
Except for trust enterprises or stock agencies approved by the competent authority, the number of voting power of a person who acts as proxy for two or more shareholders shall not exceed 3% of the total number of voting shares of the company; otherwise, the extra voting power shall not be counted.
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A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall neither vote nor exercise his/her voting right on behalf of another shareholder.
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When a meeting is in progress, the chair may announce a break based on time considerations.
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Under any circumstances, if a shareholders’ meeting cannot be held or motions cannot be continued, the Board of Directors can have the meeting suspended in 5 days or resumed in accordance with Article 182 of the Company Act to.
15-1. When a shareholder violates the rules of procedure and defies the chair's warning, obstructing the proceedings and refusing to heed calls to stop, the chair may direct proctors or security personnel to escort the shareholder out of the meeting venue. While maintaining order during the meeting, proctors or security personnel shall wear identification armbands bearing the word "Proctor."
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Any matter not provided in the Rules and Procedures shall be handled in accordance with the Company Act, Articles of Incorporation and any other relevant laws and regulations.
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These Rules and Procedures shall be effective from the date of shareholders’ approval. The same rules apply to revisions.
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Attachment VIII Procedures for Election of director
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YEM CHIO CO., LTD.
Procedures for Election of director
June 26, 2018
Amendments approved by the shareholders meeting
Article 1
Except as otherwise provided by law and regulation or by the Corporation's articles of incorporation, elections of directors of the Company shall be conducted in accordance with these Procedures.
Article 2
Elections of directors of the Company shall be conducted at the shareholders' meeting. Article 3
The method of elections of directors of the Company is single-registered cumulative
election.
Article 4
If the company has independent directors, the election of independent directors shall be limited to legal persons or their representatives not specified in Article 27 of the Company Act, shall comply with the regulations of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".
Article 5
The board of directors of the company shall be elected by the shareholders’ meeting from among the persons with disposing capacity. The term of office of a director is three years, but he/she may be eligible for re-election. There shall be more than half of the directors, and there shall be at least one director, and shall not have one of the following relationships:
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A spousal relationship.
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A familial relationship within the second degree of kinship.
Article 6
Each share will have voting rights in number equal to the directors to be elected. Article 7
The number of directors will be as specified in the Company's articles of incorporation. If there are independent directors, the independent directors and non-independent directors shall be elected together with voting rights separately calculated. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. When the original selectees of director do not meet the conditions of the Article 5-2 of the procedures, determination of which directors are elected shall be made according to the following provisions: When there are some among the directors who do not meet the conditions, the
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election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
Independent directors and non-independent directors shall be elected at the same time, and independent directors and non-independent directors shall be calculated separately when elected.
Article 8
The Company shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 9
Before the election begins, the chair needs to appoint several vote monitoring personnel and counting personnel to perform the respective duties of vote monitoring and counting. The vote monitoring personnel shall with shareholder status.
Article 10
For the election of directors, the ballot boxes shall be prepared by the company and elect together, and publicly checked by the vote monitoring personnel before voting commences. Article 11
If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
Article 12
A ballot is invalid under any of the following circumstances:
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The ballot was not prepared by the Company.
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A blank ballot is placed in the ballot box.
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The writing is unclear and indecipherable or has been altered.
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The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
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Other marks or graphics are entered in addition to the candidate's account name (or name of the person) or shareholder account number (or identity card number) and the number of voting rights allotted.
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The name of the candidate entered in the ballot is identical to that of another shareholder,
but no shareholder account number or identity card number is provided in the ballot to identify such individual.
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The ballots that have not been put into the ballot box.
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The number of candidates filled in exceeds the specified quota.
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Matters that should be recorded in Article 9 but are not fully recorded.
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The total number of voting rights to vote by the voting shareholders exceeds the total number of voting rights held.
Article 13
- The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation and the list of persons elected shall be announced by the chair on the site.
Article 14
These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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Attachment IX
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Shareholdings of All Directors
YEM CHIO CO., LTD Shareholdings of All Directors
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The paid-in capital stock of the Company is NT$6,382,956,820 and the total number of issued shares are638,295,682 shares.
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Pursuant to Article 26 in the Securities and Exchange Act, the minimum shareholdings by all board directors shall be 20,425,461shares. The Company has set up an Audit Committee in accordance with the Act, and the provisions on the minimum percentage requirements for the shareholdings of supervisors in the preceding two paragraphs shall not apply.
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As of the book closure date reported at the shareholders' meeting (April 19, 2022), the number of shares held by directors individually and by the entire body thereof, recorded in the shareholder register are as follows:
| Title | Name | Shareholding s o closingdate |
Percentage % |
|---|---|---|---|
| Chairman | INGS CHYUANG INTERNATIONAL CO., LTD. Chairman: Chih-Hsieh Lee |
42,748,839 |
6.70% |
| Director | ASIA PLASTICS CO., LTD. : Lin, Si-Shan |
44,466,552 | 6.97% |
| Independent Director |
Chen, Yen-Chun | 0 | 0% |
| Independent Director |
Wang, Chien-Chuan | 0 | 0% |
| Independent Director |
Chen, Shun-Fa | 0 | 0% |
| Total | 87,215,391 | 13.67% |
Note: In compliance with Article 2: “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios in Public Companies”. If a public company has elected two or more independent directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors other than independent directors, shall be decreased by 20 percent.
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