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Y.C.C. — AGM Information 2021
Aug 31, 2021
51783_rns_2021-08-31_3b6b59a3-3502-41a4-9d23-e22351603bff.pdf
AGM Information
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Stock No: 1339
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Y.C.C. Parts MFG Co., Ltd.
2021 General Shareholders’ Meeting
Meeting Agenda
Address: No. 8, Xingye Rd., Changhua Coastal Industrial Park, Lukang Township, Changhua County, Taiwan (R.O.C.) May 31, 2021
1
Table of Contents
| One. 2021 General Shareholders' Meeting Procedure ···································· 3 |
|---|
| Two. 2021 Shareholders' Meeting Agenda ················································ 4 |
| Three. Report Items ········································································· 5 |
| Four. Proposals ·············································································· 6 |
| Five. Discussion ············································································· 7 |
| Six. Other Matters ·············································································· 7 |
| Seven. Extemporary Motion ·································································· 8 |
| Eight. Adjournment ··········································································· 8 |
| Nine. Attachment |
| I. 2020 Business Report ····························································· 9 |
| II. Audit Committees' Review Report ············································ 11 |
| III. 2020 Financial Statements ······················································ 12 |
| IV. Earnings Distribution Table ··················································· 37 |
| V. Before and After Revision Comparison Tables |
| of Articles of Incorporation ··················································· 38 |
| Ten. Appendix |
| I. Articles of Incorporation (Before Revision) ································ 43 |
| II. Procedures for Shareholders’ Meeting (Complete Procedures) ·········· 49 |
| III. Shareholdings of All Directors ················································· 56 |
| IV. Impact of Issuance of bonus shares on the Company’s Business |
| Performance, Earnings per Share and Shareholder Return Rate ...….… 57 |
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One. 2021 Shareholders' Meeting Procedure
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I. Call the Meeting to Order
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II. Chairman’s Remarks
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III. Report Items
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IV. Proposals
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V. Discussion
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VI. Other Matters
-
VII. Extemporary Motion
VIII. Adjournment
3
Two. 2021 General Shareholders' Meeting Agenda
I. Time: 9:30 am, May 31, 2021 (Monday)
- II. Venue: No. 8, Xingye Rd., Changhua Coastal Industrial Park, Lukang Township, Changhua County, Taiwan (R.O.C.)
III. Call the Meeting to Order
-
IV. Chairman’s Remarks
-
V. Report Items
(I). 2020 Business Report
(II). Audit Committee’s Review Report on 2020 Financial Statements
(III). Appropriation to Special Reserve
(IV). Distribution of 2020 Remuneration to Employees and Directors
- VI. Proposals
(I). To Approve 2020 Business Report and Financial Statements
(II). To Approve 2020 Earnings Distribution
- VII. Discussion
Partial amendments to the “Articles of Incorporation.”
- VIII. Other Matters
To Release Non-Compete Restrictions on the Company’s Directors and their Representatives
IX. Extemporary Motion
- X. Adjournment
4
Three. Report Items
- I. 2020 Business Report
Explanatory Notes: For the 2020 Business Report, please refer to pages 9-10 (Attachment I).
- II. Audit Committee’s Review Report on 2020 Financial Statements
Explanatory Notes: For the Audit Committee’s Review Report on 2020 Financial Statements, please refer to page 11 (Attachment II).
III. Appropriation to Special Reserve
Explanatory Notes:The Company’s reversal of special reserve is carried out pursuant to Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865 dated April 6, 2012, issued by the Financial Supervisory Commission (FSC). The amount of appropriation is as follows:
-
The Company’s net deduction of other equity as of December 31, 2020 is NT$ 105,211,485. Related accounting titles are as follows:
-
(1) Exchange differences from the translation of foreign financial statement: NT$ 75,596,701.
-
(2) Unrealized profits and losses from investments in equity instruments at FVTOCI: NT$ 29,614,784.
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The Company’s special reserve as of December 31, 2020: NT$ 119,479,945. Special reserve reversal: NT$ 14,268,460.
IV. Distribution of 2020 Remuneration to Employees and Directors
Explanation:
-
(I) 2020 Remuneration to employees, Directors and Supervisors is distributed in accordance with the Company Act and Article 26 of the Company’s “Articles of Incorporation”
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(II) Article 26 of the Company's “Articles of Incorporation” stipulates that, if the Company has earnings for the year, no less than 1% - 3% of the earnings should be appropriated to pay remuneration to employees and no more than 3% of the earnings should be appropriated to pay remuneration to Directors and Supervisors. However, profits must first be taken to offset cumulative losses, if any.
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- (III) The Company’s 2020 remuneration to Directors and Supervisors is approved by the Remuneration Committee on March 16, 2021. 2020 remuneration to Directors is NT$ 4,009,727, and Remuneration to employees is NT$ 5,309,175.
Four. Proposals
Motion 1 (Proposed by the Board of Directors)
Motion: To Approve 2020 Business Report and Financial Statements Explanatory Notes:
-
The Company's 2020 business report and financial statements are reviewed by the CPAs, and are submitted to the Audit Committee for review.
-
For the 2020 business report, CPAs’ Report, and financial statements, please refer to pages 9-34 (Attachment I-III).
-
Please approve.
Resolutions:
Motion 2
(Proposed by the Board of Directors)
Motion: To Approve 2020 Earnings Distribution
Explanatory Notes: The Company’s 2020 distributable earnings are NT$
1,206,320,050, 10% (NT$ 11,779,383) of which is set aside as a legal reserve, and special reserve reversal is NT$ 14,268,460. The distributable amount is as follows:
-
Cash dividend to shareholders is NT$ 148,247,750, at NT$ 2 per share. The Shareholders’ Meeting authorizes the Board of Directors to determine the ex-dividend date and other related matters.
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The cash dividend is rounded off to the nearest NTD. The Chairman is authorized to adjust the fractional-cent amount to certain shareholders.
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Chairman is authorized to adjust dividends if the number of outstanding shares is affected by the Company's repurchase, treasury stock transfer or retirement of treasury stock.
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Please refer to Attachment IV for 2020 earnings distribution table.
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5. Please approve.
Resolutions:
Five. Discussion
Motion 1: (Proposed by the Board of Directors)
Motion: Partial amendments to the “Articles of Incorporation.”
Explanatory Notes: 1. The Company’s “Articles of Incorporation” is amended in
- accordance with laws and regulations and business needs. 2. Please refer to Attachment 5 for details.
Resolutions:
Six. Other Matters
(Proposed by the Board of Directors)
Motion: To Release Non-Compete Restrictions on the Company’s Directors and their Representatives
-
Explanatory Notes: 1. As stipulated in Article 209 of the Company Act, “a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the shareholders’ meeting the essential contents of such an act and secure its approval.”
-
Due to business needs, it is proposed to release the non-compete restriction on the Company's Directors and representatives acting as a natural person in serving concurrently in other companies within the same business scope listed in the Company’s “Articles of Incorporation.” in accordance with Article 209 of the Company Act. This matter is proposed to be resolved by the (2021) Shareholders’ Meeting.
-
This proposal is reported to Shareholders’ Meeting for discussion after being approved by the Board.
-
Please discuss.
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| Director | Release Non-Compete Restrictions |
|---|---|
| Yi-Hung Lin | Director of China First Holdings Limited Director of Changshu Guanlin Automotive Trim Co., Ltd. Director of Liaoning Hetai Automotive Parts Co., Ltd. Director of Changshu Xinxiang Automobile Parts & Components Co., Ltd. Director of Chang Jie Technology Co., Ltd. Director of Weiersi Biotech Ltd. |
| Shih-Yun Lin | Director of China First Holdings Limited Director of Changshu Guanlin Automotive Trim Co., Ltd. Director of Liaoning Hetai Automotive Parts Co., Ltd. Director of Changshu Xinxiang Automobile Parts & Components Co., Ltd. Chairman and President of Chang Jie Technology Co., Ltd. Chairman of Weiersi Biotech Ltd. |
Resolutions:
Seven. Extemporary Motion
Eight. Adjournment
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TEN. Attachment
Attachment I
2020 Business Report
Dear Shareholders:
First of all, I would like to thank you for attending the 2020 Shareholders' Meeting, and also for your continued support. On behalf of the Company, we would like to express our sincerest gratitude to our shareholders.
In 2020, due to the pandemic, the global economy and supply chains faced severe impacts. Due to the surging sea freight fee, rising raw material prices, and lock downs in many regions in the world, the demand for automotive crash parts has plummeted significantly. Compared to 2019, we suffered a decrease of NT$ 244 million in revenue in 2020. Thus, we must diversify our management to mitigate significant impacts on a single industry due to force majeure factors. At the end of 2020, a number of different industrial units were established in Y.C.C. Parts MFG.
In June 2019, we established the Automation Department, and in the year 2020, we manufactured 6 pieces of automation equipment to be used in subsidiaries in China. In this way, we successfully increased our production capacity, stabilized the quality, and decreased costs. In 2021, we plan to invest 50 6-axis general-purpose robotic arms into all business units to increase the level of automation.
I. 2020 Business Result
(I) 2020 Results of the business plan
The Company’s 2020 net revenue was NT$ 2,120,901 thousand; net profit before tax was NT$ 178,697 thousand; net profit after tax was NT$ 117,679 thousand; and EPS after tax was NT$ 1.59.
(II) 2020 Revenues, expenses, and profitability analysis
| Items | Year | Year | 2020 | 2019 |
|---|---|---|---|---|
| Financial structure (%) |
Ratio of liabilities to assets | 32.33 | 32.73 | |
| Ratio of long-term capital to fixed assets |
147.46 | 157.85 | ||
| Profitability (%) | Return on assets | 2.45 | 6.79 | |
| Return on equity | 3.38 | 11.01 | ||
| As a percentage |
Operating profit |
47.27 | 64.34 |
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| of paid-in capital |
Net income before tax |
24.10 | 62.45 | |
|---|---|---|---|---|
| Net profit rate | 5.55 | 14.04 | ||
| Earnings per share (NT$) | 1.59 | 5.08 |
(III) Research and development
The Company is a professional manufacturer of automotive plastic parts, manufacturing products with stable quality. Quality control, physical and chemical properties such as impact resistance and tensile strength of the product are the keys to our high-quality products. Our products must have assemblability and be able to withstand various weather conditions and pass internationally recognized tests. Thus, the quality and performance of our products are similar to those of the original manufacturers. In 2020, most of our business segments are related to plastic manufacturing. We have been able to bring our past production experience and familiarity with raw materials into each segment to gain greater competitiveness. Also, we continue to improve our automated process to reduce labor costs and mitigate the impact of the low birth rate. Through equipment optimization and the introduction of new processes, we expect to be able to increase capacity and improve production yields. In the next three years, according to our short- and medium-term plans, we will be purchasing new equipment and upgrading existing equipment in our plants to equip with automation, IOT, big data collection, and AI, so as to equip our production line with intelligent technology and functions, moving forwards Industry 4.0.
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Chairman: Hehan Investment Co., Ltd.
Shih-Yun Lin President: Yi-Hung Lin Chief Accounting Officer: Wei-Yang Shen
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Attachment II
Audit Committees' Review Report
We have reviewed the Company's 2020 financial statements, business report, and earnings distribution proposal. The Board retained
PricewaterhouseCoopers to audit the 2020 financial statements and issued a review report of unqualified opinion with explanatory language.
We are responsible for supervision the procedures of financial reporting.
The communication with CPAs regarding 2020 financial statements are as follows:
-
CPAs’ responsibilities for the audit of the financial statements
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Scope and period of audit
-
Major accounting estimate and accounting principles
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Material findings in the audit
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Statement of independence
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Key audit matter
We found no misstatement in the 2020 financial statements, business report, and earnings distribution proposal and has issued the report as presented above in accordance with Article 219 of the Company Act.
Yours sincerely,
For
2021 General Shareholders’ Meeting of Y.C.C. Parts MFG Co., Ltd.
Convener of the Auditing Committee:
Chin-Feng Kuo
March 16, 2021
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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
Opinion
We have audited the accompanying consolidated balance sheets of Y.C.C. Parts Mfg. Co., Ltd. and subsidiaries (the “Group”) as at December 31, 2020 and 2019, 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, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, 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 Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2020 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 2020 consolidated financial statements are stated as follows:
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Cut-off of sales revenue recognition
Description
For the accounting policy of revenue recognition, please refer to Note 4(29); and for details of operating revenue, please refer to Note 6(21). The Group is primarily engaged in manufacturing and trading automobiles parts. Sale revenue is recognised when the control over the goods was transferred under the transaction terms.
The sales revenue recognition involves the use of several manual judgements and procedures. As a result, the timing of sales revenue recognition may be inappropriate. Therefore, we included the cut-off of sales revenue recognition as one of the key areas of focus for this year.
How our audit addressed the matter:
Our audit procedures in relation to the above key audit matter included:
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Understanding and evaluating the operating procedures and internal controls over sales revenue, and assessing the effectiveness on how the management controls the timing of recognizing sales revenue.
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Checked the completeness and performed cut-off tests on sales revenue for a certain period around the balance sheet date, including reviewing the transaction terms and verifying the transaction documents to ensure that transactions had been recorded in the proper period.
Assessment of allowance for inventory valuation loss
Description
For the accounting policy of inventory assessment, please refer to Note 4(14); for accounting estimates and assumption uncertainty in relation to inventory valuation, please refer to Note 5; and for details of allowance for inventory valuation losses, please refer to Note 6(6). The Group is primarily engaged in manufacturing and trading automobiles parts. Sale revenue is recognised when the control over the goods was transferred under the transaction terms.
As of December 31, 2020, the balances of inventories and allowance for inventory valuation losses
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were NT$ 373,010 thousand and NT$ 70,256 thousand, respectively.
The Group is primarily engaged in manufacturing and trading automobiles parts. Inventories that are over a certain age and separately recognised as impaired inventories are stated at the lower of cost and net realisable value. Those inventory items separately identified as obsolete and damaged are corroborated against supporting documents in recognising valuation losses. Considering that the Group’s inventories were material to its financial statements, and the determination of net realisable value as at balance sheet date involved judgements and estimates, we identified the assessment of allowance for inventory valuation losses a key audit matter.
How our audit addressed the matter:
Our audit procedures in relation to the above key audit matter included:
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Obtained an understanding of the nature of the Group’s business and industry and assessed the reasonableness of provision policies in the determination of allowance for inventory valuation losses.
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Reviewed the Group’s annual counting plan and conducted their physical counts on inventories to evaluate the control effectiveness on inventory classification.
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Obtained the Group’s inventory aging report and verified dates of movements with supporting documents. Ensured the proper categorisation of inventory aging report in accordance with the Group’s policy.
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Obtained the net realisable value statement of each inventory, assessed whether the estimation policy was consistently applied, tested the estimation basis of the net realisable value with relevant information, including verifying the sales and purchase prices with supporting evidence, and recalculated and evaluated the reasonableness of the inventory valuation.
Other matter – Scope of the audit
The consolidated financial statements of the Group for the year ended December 31, 2019, were audited by other independent auditors who report thereon dated March 26, 2020 expressed an unqualified opinion with an other matter paragraph on those statements.
Other matter – Parent company only financial reports
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We have audited and expressed an unqualified opinion with an other matter paragraph on the parent company only financial statements of Y.C.C. Parts Mfg. Co., Ltd. as at and for the year ended December 31, 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.
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.
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As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient 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
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internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements 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.
Wang, Yu-Chuan Liu, Mei-Lan
For and on behalf of PricewaterhouseCoopers, Taiwan
March 16, 2021
------------------------------------------------------------------------------------------------------------------------------------------------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. 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 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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Y.C.C. PARTS MFG. CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December31,2020 AMOUNT % $585,2761118,301-418,192829,553-591,658113,579-302,754686,42622,035,7393852,24112,767,10152146,668316,50618,203-115,2872156,65633,262,66262$5,298,401100 |
December31,2019 | December31,2019 |
|---|---|---|---|---|
AMOUNT$585,27618,301418,19229,553591,6583,579302,75486,4262,035,73952,2412,767,101146,66816,5068,203115,287156,6563,262,662$5,298,401 |
AMOUNT$700,63042,04574,95022,880757,4496,547263,88761,8751,930,26357,5422,616,905112,32417,15293,602111,310409,4513,418,286$5,348,549 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortised cost - current 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 130X Inventories 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
1311114-51 |
|||
36 |
||||
1492-228 |
||||
64 |
||||
100 |
(Continued)
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Y.C.C. PARTS MFG. CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December31,2020 December31,2019 Notes AMOUNT % AMOUNT % $333,3966 $254,868527,30516,742-20,177---118,4922113,4292251,1035247,7765134,3143168,141378,868151,2891137,2613248,66551,507-14,848-1,102,423211,105,75821575,29911637,3861220,630---14,388-7,516-610,31711644,902121,712,740321,750,66033741,38914741,389141,193,259231,193,02423317,7956280,1615119,480288,05921,203,831231,303,34024(105,211 ) (2 ) (119,481) (3)(526 )- (526)-3,470,017663,485,96665115,6442111,92323,585,661683,597,889679 $5,298,401100 $5,348,549100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Income tax liabilities - current 2320 Long-term liabilities, current portion 2399 Other current liabilities - others 21XX Current Liabilities Non-current liabilities 2540 Long-term borrowings 2560 Income tax liabilities - non current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total Liabilities Equity attributable to owners of parent Share capital 3110 Share capital - common stock 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 shares 31XX Equity attributable to owners of the parent 36XX Non-controlling interests 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments 3X2X Total liabilities and equity |
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Y.C.C. PARTS MFG. CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except earnings per share)
| Items | YearendedDecember31 2020 2019 Notes AMOUNT % AMOUNT % $2,120,901100$2,654,787100(1,483,398 ) (70) (1,849,701) (70)637,50330805,08630(127,736 ) (6) (151,543) (6)(127,769 ) (6) (137,848) (5)(31,247 ) (2) (34,048) (1)(308 )- (4,674)-(287,060 ) (14) (328,113) (12)350,44316476,973188,105123,378121,278166,2112(184,903 ) (9) (74,130) (3)(16,226 ) (1) (29,406) (1)(171,746 ) (8) (13,947) (1)178,6978463,02617(59,084 ) (3) (90,198) (3)$119,6135$372,82814 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Gross Profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss 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 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year |
(Continued)
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Y.C.C. PARTS MFG. CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except earnings per share)
| Items | YearendedDecember31 2020 2019 Notes AMOUNT % AMOUNT % $143-$184-(5,301 )- (6,627)-(28 )- (37)-(5,186 )- (6,480)-21,5931 (29,447) (1)21,5931 (29,447) (1)$16,4071 ($35,927) (1)$136,0206$336,90113$117,6795$376,363141,934- (3,535)-$119,6135$372,82814$132,0646$344,924133,956- (8,023)-$136,0206$336,90113$1.59$5.08$1.58$5.07 |
|---|---|
| Other comprehensive income (loss) Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Other comprehensive income, before tax, actuarial gains (losses) on defined benefit plans 8316 Unrealised (losses) on valuation of equity instruments at fair value through profit or loss 8349 Income tax related to components of other comprehensive loss that will not be reclassified to profit or loss 8310 Components of other comprehensive loss that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8300 Total other comprehensive income (loss) for the year 8500 Total comprehensive income for the year Profit (loss), attributable to: 8610 Owners of parent 8620 Non-controlling interests Total Comprehensive income (loss) attributable to: 8710 Owners of parent 8720 Non-controlling interests Total Basic earnings per share 9750 Basic earnings per share 9850 Diluted earnings per share |
~21~
Y.C.C. PARTS MFG. CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Notes Year 2019 Balance at January 1, 2019 Profit (loss) for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Appropriation and distribution of 2018 earnings Legal reserve Special reserve Cash dividends Treasury share transactions Difference between consideration and carrying amount of subsidiaries acquired Changes in ownership interests in subsidiaries Disposal of equity investment at fair value through other comprehensive income Non-controlling interests Balance at December 31, 2019 Year 2020 Balance at January 1, 2020 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Appropriation and distribution of 2019 earnings Legal reserve Special reserve Cash dividends Acquisition of non-controlling interests in subsidiaries Balance at December 31, 2020 |
Notes | Equityat | tri | butable to owners of t | he | parent | parent | parent | Non-controlling interests |
Total equity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - common stock |
Total capital surplus, additional paid-in capital |
Retained Earnings | Other equityinterest | Treasuryshares | Total | ||||||||||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
d |
Financial statements translation ifferences of foreign operations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
||||||||||||||||||
$741,389-----------$741,389$741,389-------$741,389 |
$1,188,790-------2,0352,199--$1,193,024$1,193,024------235$1,193,259 |
$249,371---30,790-------$280,161$280,161---37,634---$317,795 |
$39,601----48,458------$88,059$88,059----31,421--$119,480 |
$1,154,490376,363147376,510(30,790 )(48,458 )(148,248 )---(164 )-$1,303,340$1,303,340117,679115117,794(37,634 )(31,421 )(148,248 )-$1,203,831 |
($70,208 ) -(24,959 ) (24,959 ) --------($95,167 ) ($95,167 ) -19,57119,571----($75,596 ) |
($17,851 )-(6,627 )(6,627 )------164-($24,314 )($24,314 )-(5,301 )(5,301 )----($29,615 ) |
$-------(526 )----($526 )($526 )-------($526 ) |
$3,285,582376,363(31,439 )344,924--(148,248 )(526 )2,0352,199--$3,485,966$3,485,966117,67914,385132,064--(148,248 )235$3,470,017 |
$156,735(3,535 )(4,488 )(8,023 )-------(36,789 )$111,923$111,9231,9342,0223,956---(235 )$115,644 |
$3,442,317372,828(35,927 )336,901--(148,248 )(526 )2,0352,199-(36,789 )$3,597,889$3,597,889119,61316,407136,020--(148,248 )-$3,585,661 |
~22~
Y.C.C. PARTS MFG. CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense (including investment property) Depreciation expense - right-of-use assets Amortisation expense Expected credit impairment loss Net loss on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Government grant Dividend income Gain on disposal of property, plant and equipment Impairment loss Loss on market value decline and obsolescence Unrealised foreign exchange loss Changes in operating assets and liabilities Changes in operating assets Notes receivable, net Accounts receivable, net Other receivables Inventories Other current assets Other non-current assets Changes in operating liabilities Contract liabilities - current Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liability Cash inflow generated from operations Interest received Interest paid Dividend received Income taxes paid Net cash flows from operating activities |
YearendedDecember31 Notes 2020 2019 $178,697 $463,026298,443313,0294,744-10,31312,2193084,6745,9121,62816,22629,406( 8,105 ) ( 23,378 )( 436 ) -( 4,036 ) ( 4,797 )( 246 ) ( 29 )84,79476,013-2,38615,09115,863( 6,673 ) 24,781163,769 ( 73,726 )541 ( 10,223 )( 38,867 ) 103,153( 31,644 ) ( 9,362 )1,849-5,851-5,063 ( 26,422 )3,327 ( 69,242 )( 33,888 ) 7,810391 ( 13,858 )( 184 ) ( 160 )671,240822,79110,53224,918( 13,922 ) ( 30,032 )4,036-( 13,692 ) ( 173,738 )658,194643,939 |
|---|---|
(Continued)
~23~
Y.C.C. PARTS MFG. CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2020 AND 2019
(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 Increase in financial assets at amortised cost Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Payment for capitalized interests Gain on disposal of property, plant and equipment Acquisition of intangible assets Acquisition of use-of-right assets (Increase) decrease in refundable deposits Decrease in other current assets Increase in other non-current assets Net cash outflow for acquiring subsidiaries Dividends received Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Repayment of principal portion of lease liabilities Cash dividends paid Change in non-controlling interests Payments to acquire treasury shares Increase in guarantee deposits received Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
YearendedDecember31 Notes 2020 2019 ($36,751 ) ($42,949 )75,14615,153( 269,170 ) ( 74,950 )-792( 139,043 ) ( 165,874 )( 3,333 ) -4,709414,214( 4,000 ) -( 32,819 ) -( 833 ) 9507,727234,332( 136,135 ) ( 160,235 )-308-4,797( 534,502 ) 226,538468,280740,000( 389,391 ) ( 1,075,182 )200,100104,199( 364,707 ) ( 722,972 )( 99 ) -( 148,248 ) ( 148,248 )- ( 32,863 )- ( 526 )398-( 233,667 ) ( 1,135,592 )( 5,379 ) 6,751( 115,354 ) ( 258,364 )700,630958,994$585,276 $700,630 |
|---|---|
~24~
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
Opinion
We have audited the accompanying parent company only balance sheets of Y.C.C. Parts Mfg. Co., Ltd. (the “Company”) as at December 31, 2020 and 2019, 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, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2020 and 2019, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing 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 Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2020 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, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2020 parent company only financial statements are stated as follows:
~25~
Cut-off of sales revenue recognition
Description
For the accounting policy of revenue recognition, please refer to Note 4(28); and for details of operating revenue, please refer to Note 6(19). The Company is primarily engaged in manufacturing and trading automobiles parts. Sale revenue is recognised when the control over the goods was transferred under the transaction terms.
The sales revenue recognition involves the use of several manual judgements and procedures. As a result, the timing of sales revenue recognition may be inappropriate, which also affected the Company’s subsidiary accounted for using equity method. Therefore, we included the cut-off of sales revenue recognition as one of the key areas of focus for this year.
How our audit addressed the matter:
Our audit procedures in relation to the above key audit matter included:
-
Understanding and evaluating the operating procedures and internal controls over sales revenue, and assessing the effectiveness on how the management controls the timing of recognizing sales revenue.
-
Checked the completeness and performed cut-off tests on sales revenue for a certain period around the balance sheet date, including reviewing the transaction terms and verifying the transaction documents to ensure that transactions had been recorded in the proper period.
Assessment of allowance for inventory valuation loss
Description
For the accounting policy of inventory assessment, please refer to Note 4(13); for accounting estimates and assumption uncertainty in relation to inventory valuation, please refer to Note 5; and for details of allowance for inventory valuation losses, please refer to Note 6(6). The Company is primarily engaged
~26~
in manufacturing and trading automobiles parts. Sale revenue is recognised when the control over the goods was transferred under the transaction terms.
As of December 31, 2020, the balances of inventories and allowance for inventory valuation losses were NT$ 181,599 thousand and NT$ 16,279 thousand, respectively.
The Company is primarily engaged in manufacturing and trading automobiles parts. Inventories that are over a certain age and separately recognised as impaired inventories are stated at the lower of cost and net realisable value. Those inventory items separately identified as obsolete and damaged are corroborated against supporting documents in recognising valuation losses. Considering that the Company’s inventories were material to its financial statements, and the determination of net realisable value in the balance sheet date involved judgements and estimates, which also affected the Company’s subsidiary accounted for using equity method. we identified the assessment of allowance for inventory valuation losses a key audit matter.
How our audit addressed the matter:
Our audit procedures in relation to the above key audit matter included:
-
Obtained an understanding of the nature of the Company’s business and industry and assessed the reasonableness of provision policies in the determination of allowance for inventory valuation losses.
-
Reviewed the Company’s annual counting plan and conducted their physical counts on inventories to evaluate the control effectiveness on inventory classification.
-
Obtained the Company’s inventory aging report and verified dates of movements with supporting documents. Ensured the proper categorisation of inventory aging report in accordance with the Company’s policy.
-
Obtained the net realisable value statement of each inventory, assessed whether the estimation policy was consistently applied, tested the estimation basis of the net realisable value with relevant information, including verifying the sales and purchase prices with supporting evidence, and recalculated and evaluated the reasonableness of the inventory valuation.
Other matter – Scope of the audit
The parent company only financial statements of the Company for the year ended December 31, 2019,
~27~
were audited by other independent auditors who report thereon dated March 26, 2020 expressed an unqualified opinion with an other matter paragraph on those statements.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process
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.
~28~
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient 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 Company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
~29~
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements 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.
Wang, Yu-Chuan Liu, Mei-Lan For and on behalf of PricewaterhouseCoopers, Taiwan March 16, 2021
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying 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 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.
~30~
Y.C.C. PARTS MFG. CO., LTD. BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December31,2020 AMOUNT % $379,919918,301-413,91897,915-179,011411,201-3,405-304,9257165,320429,48711,513,4023452,2411585,044132,132,603485,589-101,9322106,95922,984,36866$4,497,770100 |
December31,2019 | December31,2019 |
|---|---|---|---|---|
AMOUNT$379,91918,301413,9187,915179,01111,2013,405304,925165,32029,4871,513,40252,241585,0442,132,6035,589101,932106,9592,984,368$4,497,770 |
AMOUNT$539,66942,04574,9504,744286,7172,6825,643302,596159,26310,4881,428,79757,542598,9582,052,7913,72498,177338,9773,150,169$4,578,966 |
% | ||
| Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Financial assets at amortised cost - current Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivables - related parties Inventories Other current assets Total current assets Non-current assets Non-current financial assets at fair value through other comprehensive income -non-current Investments accounted for under equity method Property, plant and equipment Right-of-use assets Deferred tax assets Other non-current assets Total non-current assets Total assets |
1212-6--73- |
|||
31 |
||||
11345-28 |
||||
69 |
||||
100 |
(Continued)
~31~
Y.C.C. PARTS MFG. CO., LTD. BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December31,2020 December31,2019 Notes AMOUNT % AMOUNT % $-- $120,000327,30516,742-1,694---109,7072101,308234,725133,3491--1,705-62,367193,106278,828250,5011108,3342163,3684750-1,997-423,7109572,07613569,95913513,9291120,6301--13,454-6,995-604,04314520,924111,027,753231,093,00024741,38916741,389161,193,259271,193,02426317,7957280,1616119,480388,05921,203,831271,303,34028(105,211 ) (3 ) (119,481) (2)(526 )- (526)-3,470,017773,485,966769 $4,497,770100 $4,578,966100 |
|---|---|
| Current liabilities Short-term borrowings Financial liabilities at fair value through profit or loss - current Contract liabilities - current Notes payable Accounts payable Accounts payable - related parties Other payables Income tax liabilities - current Long-term liabilities, current portion Other current liabilities - others Total current liabilities Non-current liabilities Long-term borrowings Income tax liabilities - non-current Other non-current liabilities Total non-current liabilities Liabilities Equity Share capital Share capital - common stock Capital surplus Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other equity interest Other equity interest Treasury shares Total Equity Significant contingent liabilities and unrecognised contract commitments Total liabilities and equity |
.
~32~
Y.C.C. PARTS MFG. CO., LTD. STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except earnings per share)
| Items | YearendedDecember31 2020 2019 Notes AMOUNT % AMOUNT % $1,264,279100$1,486,171100(763,789 ) (61) (795,601) (54)500,49039690,57046(92,232 ) (7) (105,168) (7)(60,096 ) (5) (61,544) (4)(22,060 ) (2) (27,074) (2)7,5231437-(166,865 ) (13) (193,349) (13)333,62526497,2213313,520132,327230,519233,1772(105,571 ) (8)9,8741(4,522 )- (9,052) (1)(91,080 ) (7) (97,834) (6)(157,134 ) (12) (31,508) (2)176,49114465,71331(58,812 ) (5) (89,350) (6)117,6799376,36325$117,6799$376,36325$143-$184-(5,301 )- (6,627)-(28 )- (37)-(5,186 )- (6,480)-19,5711 (24,959) (2)19,5711 (24,959) (2)$14,3851 ($31,439) (2)$132,06410$344,92423$1.59$5.08$1.58$5.07 |
|---|---|
| Sales revenue Operating costs Gross profit Operating expenses Selling expenses General and administrative expenses Research and development expenses Expected credit impairment loss Total operating expenses Net operating income Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of loss of associates and joint ventures accounted for under equity method Total non-operating income and expenses Profit before income tax Income tax expense Profit from continuing operations Profit for the year Other comprehensive income (loss) Components of other comprehensive income (loss) that will not be reclassified to profit or loss Other comprehensive income, before tax, actuarial gains (losses) on defined benefit plans Unrealised (losses) on valuation of equity instrument at fair value through profit or loss Income tax related to components of other comprehensive loss that will not be reclassified to profit or loss Components of other comprehensive loss that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss Financial statements translation differences of foreign operations Components of other comprehensive income (loss) that will be reclassified to profit or loss Other comprehensive income (loss) for the year Total comprehensive income for the year Basic earnings per share Basic earnings per share Diluted earnings per share |
~33~
Y.C.C. PARTS MFG. CO., LTD. STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Notes Year 2019 Balance at January 1, 2019 Profit (loss) for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Appropriation and distribution of 2018 earnings Legal reserve Special reserve Cash dividends Treasury share transactions Difference between consideration and carrying amount of subsidiaries acquired Changes in ownership interests in subsidiaries Disposal of equity investments at fair value through other comprehensive income Balance at December 31, 2019 Year 2020 Balance at January 1, 2020 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Appropriation and distribution of 2019 earnings Legal reserve Special reserve Cash dividends Acquisition of non-controlling interests in subsidiaries Balance at December 31, 2020 |
Notes | Ordinary share | Capital surplus, additional paid-incapital |
Capital surplus, additional paid-incapital |
Retained earnings | Retained earnings | Retained earnings | Otherequityinterest | Otherequityinterest | Treasury shares |
Totalequity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
|||||||||||
$ 741,389----------$ 741,389$ 741,389-------$ 741,389 |
$ 1,188,790-------2,0352,199-$ 1,193,024$ 1,193,024------235$ 1,193,259 |
$ 249,371---30,790------$ 280,161$ 280,161---37,634---$ 317,795 |
$39,601----48,458-----$88,059$88,059----31,421--$ 119,480 |
$ 1,154,490376,363147376,510(30,790 ) (48,458 ) (148,248 ) ---(164 ) $ 1,303,340$ 1,303,340117,679115117,794(37,634 ) (31,421 ) (148,248 ) -$ 1,203,831 |
($70,208 )-(24,959 )(24,959 )-------($95,167 )($95,167 )-19,57119,571----($75,596 ) |
($17,851 )-(6,627 )(6,627 )------164($24,314 )($24,314 )-(5,301 )(5,301 )----($29,615 ) |
$-------(526 )---($526 )($526 )-------($526 ) |
$ 3,285,582376,363(31,439 )344,924--(148,248 )(526 )2,0352,199-$ 3,485,966$ 3,485,966117,67914,385132,064--(148,248 )235$ 3,470,017 |
~34~
Y.C.C. PARTS MFG. CO., LTD.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense Depreciation expense - right-of-use assets Amortisation expense Expected credit impairment loss Net loss on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Government grant Dividend income Share of loss (profit) of associates accounted for under equity method Gain on disposal of property, plant and equipment Loss on market value decline and obsolescence Unrealised foreign exchange loss Changes in operating assets and liabilities Changes in operating assets Notes receivable Accounts receivable Accounts receivable-related parties Other receivables Other receivables-related parties Inventories Other current assets Other non-current assets Changes in operating liabilities Contract liabilities - current Notes payable Accounts payable Accounts payable-related parties Other payables Other current liabilities Net defined benefit liability Cash inflow generated from operations Interest received Interest paid Dividend received Income taxes paid Net cash flows from operating activities |
YearendedDecember31 Notes 2020 2019 $176,491 $465,713225,605225,8741,165-4,9047,473( 7,523 ) ( 437 )5,9121,6284,5229,052( 13,520 ) ( 32,327 )( 436 ) -( 4,036 ) ( 4,797 )91,08097,834( 3,110 ) ( 29 )- ( 5,033 )35,55514,231( 3,171 ) 8,921113,513 ( 77,733 )( 8,519 ) -( 48 ) ( 11,212 )( 11,045 ) -( 6,057 ) 21,281( 18,999 ) ( 683 )( 828 ) -( 282 ) -8,399 ( 11,526 )1,37611,489( 1,705 ) -( 9,971 ) 9,881135 ( 445 )( 184 ) ( 160 )579,223728,99515,80634,321( 240 ) ( 9,487 )4,036-( 13,638 ) ( 177,639 )585,187576,190 |
|---|---|
(Continued)
~35~
Y.C.C. PARTS MFG. CO., LTD.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2020 AND 2019
(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 Increase in financial assets at amortised cost Decrease (increase) in other receivables due from related parties Decrease in other current assets Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for under equity method Proceeds from capital reduction of investments accounted for under equity method Acquisition of property, plant and equipment Payment for capitalized interests Gain on disposal of property, plant and equipment Acquisition of intangible assets Increase in other non-current assets Increase in refundable deposits Dividends received Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Repayment of principal portion of lease liabilities Cash dividends paid Payments to acquire treasury shares Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
YearendedDecember31 Notes 2020 2019 ($36,751 ) ($42,949 )75,14615,153( 354,836 ) ( 74,950 )( 4,131 ) 117,09989,94088,207-792( 57,360 ) ( 172,979 )-150,000( 68,121 ) ( 74,749 )( 3,333 ) -3,95229( 4,000 ) -( 115,891 ) ( 144,649 )( 810 ) --4,797( 476,195 ) ( 134,199 )160,000740,000( 280,000 ) ( 1,060,000 )200,10011,500( 195,369 ) ( 296,020 )( 99 ) -( 148,248 ) ( 148,248 )- ( 526 )( 263,616 ) ( 753,294 )( 5,126 ) -( 159,750 ) ( 311,303 )539,669850,972$379,919 $539,669 |
|---|---|
~36~
Attachment IV
| Attachment IV | ||
|---|---|---|
| Y.C.C. Parts MFG Co., Ltd. Statement of Retained Earnings 2020 |
Unit: NT$ | |
| Beginning undistributed earnings Add: Current period net profit Remeasurement of the defined benefit plan recorded in retained earnings Disposal of equity instrument at FVTOCI, accumulated gain or loss is directly transferred to retained earnings The sum of the total amount of after-tax net income for the period and other profit items adjusted to the current year’s undistributed earnings Less: Legal reserve (10%) Less: Reversal (appropriation) of special reserve Current distributable earnings Allocation: Cash dividend to (NT$ 2 / share) Ending undistributed earnings |
1,086,037,148 117,679,050 114,775 0 117,793,825 (11,779,383) 14,268,460 1,206,320,050 (148,247,750) 1,058,072,300 |
|
| 1,206,320,050 (148,247,750) |
||
| 1,058,072,300 |
Note:
-
(1) 2020 earnings are distributed first.
-
(2) The dividend of the current period is rounded down to the nearest NT$. The total of fractional-cents is adjusted to dividend’s digit in the tenth place in descending order and shareholder number in ascending order until all cash dividend is distributed.
-
(3)The legal reserve shall be appropriated based on “the sum of the total amount of after-tax net income for the period and other profit items adjusted to the current year’s undistributed earnings” in accordance with Jing-Shang-Zi Letter No. 1082432410.
37
Attachment V
Y.C.C. Parts MFG Co., Ltd. Before and After Revision Comparison Tables of Articles of Incorporation
| Clauses after the amendments | Clauses before the amendments | Explanation | |
|---|---|---|---|
| Article 2 | The operating businesses are listed as follows: 1. CB01010 Mechanical Equipment Manufacturing 2. CB01990 Other Machinery Manufacturing 3. CD01030 Automobiles and Parts Manufacturing 4. F114010 Wholesale of Motor Vehicles 5. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories 6. F214010 Retail Sale of Motor Vehicles 7. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories 8. CD01040 Motorcycles and Parts Manufacturing 9. F114020 Wholesale of Motorcycles 10. F214020 Retail Sale of Motorcycles 11. CD01050 Bicycles and Parts Manufacturing 12. F114040 Wholesale of Bicycle and Component Parts Thereof 13. F214040 Retail Sale of Bicycle and Component Parts Thereof 14. F401010 International Trade 15. H201010 Investment 16. CA04010 Surface Treatments 17. C805050 Industrial Plastic Products Manufacturing 18. C303010 Manufacture of Non-woven Fabrics 19. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories 20. F204110 Retail Sale of Cloths, |
The operating businesses are listed as follows: 1. CB01010 Mechanical Equipment Manufacturing 2. CB01990 Other Machinery Manufacturing 3. CD01030 Automobiles and Parts Manufacturing 4. F114010 Wholesale of Motor Vehicles 5. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories 6. F214010 Retail Sale of Motor Vehicles 7. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories 8. CD01040 Motorcycles and Parts Manufacturing 9. F114020 Wholesale of Motorcycles 10. F214020 Retail Sale of Motorcycles 11. CD01050 Bicycles and Parts Manufacturing 12. F114040 Wholesale of Bicycle and Component Parts Thereof 13. F214040 Retail Sale of Bicycle and Component Parts Thereof 14. F401010 International Trade 15. H201010 Investment 16. CA04010 Metal Surface Treating 17. C805050 Industrial Plastic Products Manufacturing 18. C303010 Manufacture of Non-woven Fabrics 19. F104110 Wholesale of Cloths,Garments,Shoes, |
New business items |
38
| 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. |
Garments, Shoes, Hats, Umbrellas and Clothing Accessories CF01011 Medical Devices Manufacturing F108031 Wholesale of Medical Devices F208031 Retail Sale of Medical Apparatus CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified CP01010 Hand Tools Manufacturing CQ01010 Mold and Die Manufacturing E603050 Automatic Control Equipment Engineering C805020 Manufacture of Plastic Films and Bags F107190 Wholesale of Plastic Films and Bags F207190 Retail Sale of Plastic Films and Bags C805990 Other Plastic Products Manufacturing C103050 Manufacturing of Canning, Freezing, Dehydration, Pickled of Food F102170 Wholesale of Foods and Groceries F203010 Retail Sale of Food, Grocery and Beverage C114010 Food Additives Manufacturing F121010 Wholesale of Food Additives F221010 Retail of Food Additives C199990 Manufacture of Other Food Products Not Elsewhere Classified ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. |
Hats, Umbrellas and Clothing Accessories 20. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories 21. CF01011 Medical Devices Manufacturing 22. F108031 Wholesale of Medical Devices 23. F208031 Retail Sale of Medical Apparatus 24. CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified 25. CP01010 Hand Tools Manufacturing 26. CQ01010 Mold and Die Manufacturing 27. E603050 Automatic Control Equipment Engineering 28. C805020 Manufacture of Plastic Films and Bags 29. F107190 Wholesale of Plastic Films and Bags 30. F207190 Retail Sale of Plastic Films and Bags 31. ZZ99999 All business items that are not prohibited or restricted by law, except those subject to special approval. |
||
|---|---|---|---|---|
| Article 15 |
The Company shall establish5-9 seats of Directors, each with a term of office for 3 years. |
The Company shall establish3-9 seats of Directors, each with a term of office for 3 years. |
Adjusted to actual need. |
39
Directors shall be elected from a Directors shall be elected from a candidate list with legal capacity at candidate list with legal capacity the shareholders’ meeting, and at the shareholders’ meeting, and may be eligible for re-election. may be eligible for re-election. The Board of Directors is The Board of Directors is authorized to determine the authorized to determine the number of Directors. Among the number of Directors. Among the aforementioned seats of the aforementioned seats of the Directors, there must be at least 3 Directors, there must be at least 3 seats of Independent Directors. seats of Independent Directors. Omitted Omitted Article The Company's articles of The Company's articles of Distribution 27 of cash incorporation stipulate that incorporation stipulate that dividends Company's net earnings should Company's net earnings should revised in accordance first be used to offset the prior first be used to offset the prior with the years' deficits, if any, and pay any years' deficits, if any, and pay laws and regulations. income taxes. Of the remaining any income taxes. Of the balance, 10% is to be appropriated remaining balance, 10% is to be as a legal reserve, but not subject appropriated as a legal reserve, to if the amount of accumulated but not subject to if the amount legal capital reserve has reached of accumulated legal capital the amount of the Company's reserve has reached the amount paid-in capital. Then, amounts are of the Company's paid-in capital. appropriated or reversed to special Then, amounts are appropriated reserves in accordance with or reversed to special reserves in relevant laws and regulations. The accordance with relevant laws remaining profit, if any, together and regulations. The remaining with accumulated undistributed profit, if any, together with surplus will be determined by the accumulated undistributed Board for distribution. Shall the surplus will be determined by the dividend be distributed in the Board for distribution. Such form of new shares, such matter matter shall be resolved by the shall be resolved by the Shareholders’ Meeting before Shareholders’ Meeting before ~~distribution thereof.~~ distribution thereof. When distributing dividends, the
40
The Company may distribute all or part of the dividends and bonuses, legal reserve and paid-in capital in form of cash and report to the Shareholders’ Meeting, after such matter has been approved by at least half of the Directors in attendance in a Board meeting attended by no less than two-thirds of all Board members.
Company takes into consideration factors including the future development plans, investment environment, capital needs and domestic and foreign competitions, and shareholders’ returns. The shareholders’ dividends shall be no less than 40% of that year’s distributable amount, with cash dividends accounting for more than 20%. Such matter is approved by the Board of Directors and submitted to the Shareholders’ Meeting for resolution.
When distributing dividends, accounting for more than 20%. the Company takes into Such matter is approved by the consideration factors including Board of Directors and the future development plans, submitted to the Shareholders’ investment environment, capital Meeting for resolution. needs and domestic and foreign competitions, and shareholders’ returns. The shareholders’ dividends shall be no less than 40% of that year’s distributable amount, with cash dividends accounting for more than 20%. Such matter is approved by the Board of Directors and submitted to the Shareholders’ Meeting for resolution. Article The Articles of Incorporation are The Articles of Incorporation are Added 29 adopted on February 19, 1986. adopted on February 19, 1986. amendment The 1st amendment on June 1, The 1st amendment on June 1, date 1986. 1986. The 2nd amendment on October The 2nd amendment on October 15, 1989. 15, 1989. The 3rd amendment on October 7, The 3rd amendment on October 1994. 7, 1994. The 4th amendment on August 15, The 4th amendment on August 1996. 15, 1996. The 5th amendment on November The 5th amendment on 13, 1998. November 13, 1998. The 6th amendment on November The 6th amendment on 5, 1999. November 5, 1999. The 7th amendment on December The 7th amendment on 1, 2000. December 1, 2000. The 8th amendment on December The 8th amendment on 1, 2000. December 1, 2000.
41
| The 9th amendment on June 10, 2002. The 10th amendment on June 5, 2003. The 11th amendment on December 17, 2003. The 12th amendment on June 4, 2004. The 13th amendment on June 18, 2004. The 14th amendment on November 24, 2004. The 15th amendment on October 5, 2005. The 16th amendment on June 5, 2007. The 17th amendment on July 5, 2007. The 18th amendment on September 14, 2007. The 19th amendment on December 20, 2007. The 20th amendment on June 22, 2010. The 21st amendment on May 17, 2011. The 22nd amendment on July 15, 2011. The 23rd amendment on June 26, 2012. The 24th amendment on June 23, 2014. The 25th amendment on December 18, 2014. The 26th amendment on June 20, 2016. The 27th amendment on June 19, 2017. The 28th amendment on October 1, 2018. The 29th amendment on May 29, 2019. The 30th amendment on May 29, 2020. The 31st amendment on November 23, 2020. The 32nd amendment on May 31, 2021. |
The 9th amendment on June 10, 2002. The 10th amendment on June 5, 2003. The 11th amendment on December 17, 2003. The 12th amendment on June 4, 2004. The 13th amendment on June 18, 2004. The 14th amendment on November 24, 2004. The 15th amendment on October 5, 2005. The 16th amendment on June 5, 2007. The 17th amendment on July 5, 2007. The 18th amendment on September 14, 2007. The 19th amendment on December 20, 2007. The 20th amendment on June 22, 2010. The 21st amendment on May 17, 2011. The 22nd amendment on July 15, 2011. The 23rd amendment on June 26, 2012. The 24th amendment on June 23, 2014. The 25th amendment on December 18, 2014. The 26th amendment on June 20, 2016. The 27th amendment on June 19, 2017. The 28th amendment on October 1, 2018. The 29th amendment on May 29, 2019. The 30th amendment on May 29, 2020. The 31st amendment on November 23, 2020. |
||
|---|---|---|---|
42
Ten. Appendix
Appendix I
Y.C.C. Parts MFG Co., Ltd. Articles of Incorporation Chapter 1 General Provisions
Article 1: The Company is duly incorporated in accordance with the regulations regarding
corporations in the Company Act and bears the title of Y.C.C. Parts MFG Co., Ltd.
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Article 2: The Company is engaged in the following business:
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CB01010 Mechanical Equipment Manufacturing
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CB01990 Other Machinery Manufacturing
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CD01030 Automobiles and Parts Manufacturing
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F114010 Wholesale of Motor Vehicles
-
F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories
-
F214010 Retail Sale of Motor Vehicles
-
F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories
-
CD01040 Motorcycles and Parts Manufacturing
-
F114020 Wholesale of Motorcycles
-
F214020 Retail Sale of Motorcycles
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CD01050 Bicycles and Parts Manufacturing
-
F114040 Wholesale of Bicycle and Component Parts Thereof
-
F214040 Retail Sale of Bicycle and Component Parts Thereof
-
F401010 International Trade
-
H201010 Investment
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CA04010 Metal Surface Treating
-
C805050 Industrial Plastic Products Manufacturing
-
C303010 Manufacture of Non-woven Fabrics
-
F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
-
F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
-
CF01011 Medical Devices Manufacturing
-
F108031 Wholesale of Medical Devices
-
F208031 Retail Sale of Medical Apparatus
-
CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified
-
CP01010 Hand Tools Manufacturing
-
CQ01010 Mold and Die Manufacturing
-
E603050 Automatic Control Equipment Engineering
-
C805020 Manufacture of Plastic Films and Bags
-
F107190 Wholesale of Plastic Films and Bags
-
F207190 Retail Sale of Plastic Films and Bags
-
ZZ99999 All business items that are not prohibited or restricted by law, except those subject to special approval.
-
Article 3: The Company may provide endorsement and guarantee due to business needs without
being subject to Article 16 of the Company Act. Procedures for Endorsement and
Guarantee and any amendments hereto, shall be implemented after approval by
shareholders’ meetings.
43
Article 4: The total amount of the Corporation’s reinvestment in other businesses shall not be subject to the restriction of not more than 40% of the Corporation’s paid-up capital as provided in Article 13 of the Company Act. Such matter shall be resolved in accordance with the resolutions of the Board of Directors. Article 5: The Company shall be based in Changhua County, Taiwan (R.O.C), and shall be free, upon resolution of the Board of Directors, to set up branch offices at various locations within and outside the territory of Taiwan (R.O.C). Article 6: The Company shall make public announcements in accordance with the Company Act and other related laws and regulations.
Chapter 2 Capital Stock
Article 7: The total amount of the Company’s capital stock shall be NT$ 1 billion, divided into 100 million shares, at par value of NT$ 10 per share. For shares not yet issued, the Board of Directors is authorized to issue the shares in installments. Article 8: The Company’s shares shall all be name-bearing share certificates signed by Directors representing the Company or affixed with seals thereof and shall be duly certified or authenticated by share certificate issuers pursuant to the laws before issuance thereof. After public offering, the Company may issue shares without printing share certificates in a non-physical form. However, the shares shall be registered at the Taiwan Depository & Clearing Corporation. Article 9: The rename for transfer of shares shall be suspended by 60 days before general shareholders’ meeting, or 30 days before special shareholders’ meeting, or within 5 days before the Company decides to distribute dividends and bonuses or other benefits. Article 9-1: The Company’s bought-back shares are assigned or transferred to subsidiary and controlling company employees who meet specific requirements. The Board of Directors is delegated to decide on such requirements and methods of transfer.
Chapter 3 Shareholders’ Meeting
Article 10: The Shareholders’ Meeting consists of regular sessions and special sessions. Regular sessions are convened by the Board in accordance with the laws once a year within 6 months after the close of each fiscal year. Special sessions are called for at any time when necessary in accordance with the law.
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Article 11: Shareholders who are unable to attend the shareholders’ meeting in person may appoint a proxy to attend the meeting by providing a signed and sealed proxy form issued by the Company stating the scope of the proxy's authorization.
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Article 12: Except for shares with no voting power as described in Article 179 of the Company Act, a shareholder shall have one voting power in respect of each share in his/her/its possession.
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Article 13: Except otherwise regulated by the laws and regulations, resolutions at a shareholders’
44
meeting shall be adopted by a majority vote of the shareholders present, representing more than one-half of the total number of voting shares. Pursuant to laws, the Company’s shareholders may exercise his/her/its voting power by way of electronic transmission and shall be deemed to have attended the shareholders’ meeting in person. Such matters shall be handled in accordance with relevant laws and regulations.
Article 14: When the Company plans to withdraw public offering, such matter shall be submitted to the shareholders’ meeting for resolution, and this Article shall stay unchanged during the period when the Company's shares are listed on emerging, TPEx and TWSE stock market.
Chapter 4 Directors and Audit Committee
Article 15: The Company shall establish 3-9 seats of Directors, each with a term of office for 3 years. Directors shall be elected from a candidate list with legal capacity at the shareholders’ meeting, and may be eligible for re-election. The Board of Directors is authorized to determine the number of Directors. Among the aforementioned seats of the Directors, there must be at least 3 seats of Independent Directors.
In accordance with Article 192-1 of the Company Act, the elections for Directors of the Company shall be done by nomination system with candidates. The nomination of directors and related announcements shall comply with the Company Act's relevant regulations and the Securities and Exchange Law. Independent directors and non-independent directors shall be elected at the same time to calculate the elected places separately.
Article 16: The Directors shall be organized into the Board. The Board shall elect a Chairman from among the Directors and a vice-chairman when necessary by a majority vote at a meeting attended by over two-thirds of the directors. The Chairman shall represent the Company externally.
Article 17: In calling a meeting of the Board of Directors, a notice stated with the cause of the meeting shall be given to each Director no later than 7 days prior to the scheduled meeting date. In circumstances of emergency, a Board meeting may be convened by contacting Directors in ways of written notice, e-mails or facsimile. In case the Chairman is on leave or absent or cannot exercise his power and authority for any cause, the designation of a person acting on the Chairman’s behalf shall be conducted in accordance with Article 208 of the Company Act.
- Article 18: Unless otherwise regulated by the laws and regulations, the Board's resolutions are passed
45
only if more than half of the Board members are present in a meeting, and with more than half of attending Directors voting in favor. In case a Director is unable to attend the Board Meeting in person, he may appoint another director to attend the meeting on his/her/its behalf. A director may accept the appointment to act as the proxy of one other director only. Article 19: The Company shall pay remuneration to Chairman and Directors for their service rendered regardless of whether the Company operates at a profit or loss. The remuneration payable shall be equivalent to that of the peers in the same industry. If the Company operates at a profit, remuneration may be distributed in accordance with Article 26. Article 20: The Company may take out liability insurance policies to ensure itself against liabilities that arise due to operational decisions made by directors during their terms of service. All matters regarding the said insurance is determined by the Board of Directors. Article 21: For the sound supervisory capabilities and robust management capabilities, the Company may establish various functional committees taking into consideration the scale of the Board of Directors and the number of Independent Directors. The functional committees are direct subordinates to the board of directors, and submit their proposals to the board of directors for resolution. The Board must approve the rules and regulations of the functional committees of Directors. The said rules and regulations must cover matters include a number of committee members, tenures, duties, rules for meetings, and resources the Company must provide for committee members’ rendering of service. Article 22: The Company has established a Remuneration Committee. The Remuneration Committee must consist of at least one Independent Director. The committee members shall elect the Independent Directors as the convener and chair of committee meetings. The Remuneration Committee shall provide suggestions to the Board of Directors regarding remuneration to Directors and managerial officers. The remuneration policy shall never abet Directors and managerial officers in misconducts that exceed the Company’s risk appetite for higher remuneration. Article 23: The Company has established an Audit Committee pursuant to Article 14-4 of the Securities and Exchange Act. The Audit Committee consists of all Independent Directors, one of whom shall be the committee convener, and at least one of whom shall have accounting or financial expertise. All resolutions of the audit committee meetings shall be approved by more than one-half of all audit committee members. The first Audit Committee is
46
established on the date when the independent director was first elected as provided in the preceding Article. Since the Audit Committee's establishment, the Audit Committee or the Audit Committee members are responsible for carrying out the duties and responsibilities of supervisors as stipulated in the Company Act, Securities and Exchange Act and other laws and regulations.
Chapter 5 Managerial Officers
Article 24: The Company may appoint managerial officers. The appointment, discharge and
remuneration of the managerial officers shall be decided in accordance with Article 29 of the Company Act.
Chapter 6 Accounting
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Article 25: After each accounting period, the Board of Directors shall prepare the following reports and statements, and submit them to the Audit Committee or the committee members for review 30 days prior to the general shareholders’ meetings. The Audit Committee shall present review reports regarding the said reports and statements and present them to the general shareholders’ meeting for approval.
-
I. Business report
-
II. Financial statements
III. Proposal concerning the appropriation of net profits or recovering of losses
- Article 26: If the Company operates at a profit, it shall appropriate 1% - 3% as remuneration to employees, distributed to subsidiary and controlling company employees who meet specific requirements in the form of shares or cash as determined by the Board of Directors. The Company may authorize the Board of Directors to appropriate no more than 3% of the said profit as remuneration to the Directors and Supervisors. The remuneration to employees and directors and supervisors shall be submitted to the shareholders’ meeting for review.
However, profits must first be taken to offset cumulative losses, if any, then used for the appropriation of remuneration to employees and directors and supervisors based on the preceding percentage.
- Article 27: The Company's articles of incorporation stipulate that Company's net earnings should first be used to offset the prior years' deficits, if any, and pay any income taxes. Of the remaining balance, 10% is to be appropriated as a legal reserve, but not subject to if the amount of accumulated legal capital reserve has reached the amount of the Company's paid-in capital. Then, amounts are appropriated or reversed to special reserves in accordance with relevant laws and regulations. The remaining profit, if any, together with accumulated undistributed surplus will be determined by the Board for distribution. Such
47
matter shall be resolved by the Shareholders' Meeting before distribution thereof.
When distributing dividends, the Company takes into consideration factors including the future development plans, investment environment, capital needs and domestic and foreign competitions, and shareholders’ returns. The shareholders’ dividends shall be no less than 40% of that year’s distributable amount, with cash dividends accounting for more than 20%. Such matter is approved by the Board of Directors and submitted to the Shareholders’ Meeting for resolution.
Chapter 7 Supplementary Provisions
Article 28: Issues that are not fully addressed in the Articles of Incorporation shall be handled in accordance with the Company Act and other laws and regulations.
Article 29:
The Articles of Incorporation are adopted on February 19, 1986. The 2nd amendment on October 15, 1989. The 4th amendment on August 15, 1996. The 6th amendment on November 5, 1999. The 8th amendment on December 1, 2000. The 10th amendment on June 5, 2003. The 12th amendment on June 4, 2004. The 14th amendment on November 24, 2004. The 16th amendment on June 5, 2007. The 18th amendment on September 14, 2007. The 20th amendment on June 22, 2010. The 22nd amendment on July 15, 2011. The 24th amendment on June 23, 2014. The 26th amendment on June 20, 2016. The 28th amendment on October 1, 2018. The 30th amendment on May 29, 2020.
The 1st amendment on June 1, 1986.
The 3rd amendment on October 7, 1994. The 5th amendment on November 13, 1998. The 7th amendment on December 1, 2000. The 9th amendment on June 10, 2002. The 11th amendment on December 17, 2003. The 13th amendment on June 18, 2004. The 15th amendment on October 5, 2005. The 17th amendment on July 5, 2007. The 19th amendment on December 20, 2007. The 21st amendment on May 17, 2011. The 23rd amendment on June 26, 2012. The 25th amendment on December 18, 2014. The 27th amendment on June 19, 2017. The 29th amendment on May 29, 2019. The 31st amendment on November 23, 2020.
48
Appendix II
Y.C.C. Parts MFG Co., Ltd. Procedures for Shareholder Meetings
-
Article 1 To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders’ meetings, and to strengthen management capabilities, the Procedures for Shareholder Meetings (hereinafter referred to as “the Procedures”) are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.
-
Article 2 The rules and procedures for the Company’s shareholders’ meetings, except as otherwise provided by laws and regulations, or the Company’s Article of Incorporation, shall be as provided in the Procedures.
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Article 3 The convening of shareholders’ meetings and shareholders’ meeting notice.
-
The Board shall call for the session unless otherwise specified in other applicable laws.
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The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) 30 days prior to the date of a general shareholders’ meeting or 15 days prior to the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days prior to the date of the general shareholders’ meeting or 15 days prior to the date of the special shareholders’ meeting. In addition, before 15 days prior to the date of the shareholders’ meeting, the Company shall also prepare the shareholders’ meeting agenda and supplemental meeting materials and make them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby, as well as being distributed on-site at the meeting place.
-
The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
-
Election or dismissal of Directors or Supervisors, amendments to the Company’s Article of Incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders’ meeting. None of the above matters may be raised as an extraordinary motion.
-
Shareholders holding more than 1% of the outstanding shares issued by the Company may propose motions for regular sessions in writing to the Company. Such proposals, however, are limited to one item only, and proposals containing more than one item will not be included in the meeting agenda. The Board of Directors may not have the proposals presented by shareholders that fall in the scope of Article 172-1 paragraph 4 of the Company Act included for discussion.
-
Prior to the date on which share transfer registration is suspended before the convention of a general shareholders’ meeting, the Company shall give a public notice announcement regarding acceptance of the proposal, the place and the
49
period for shareholders to submit proposals; and the period shall not be less than 10 days.
-
Shareholder-submitted proposals are limited to 300 words, and proposals containing more than 300 words will not be included in the meeting agenda. The shareholders making the proposals shall be present in person or by proxy at the general shareholders’ meeting and discuss the proposal.
-
Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that comply with the provisions in this Article. Regarding shareholder-submitted proposals, the Board of Directors shall explain the reasons for excluding the proposals in the meeting agenda.
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Article 4 Attendance by proxy
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A shareholder may appoint a proxy to attend the meeting by providing a proxy form issued by the Company stating the scope of the power authorized to the proxy.
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A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company 5 days prior to the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail, unless a declaration is made to cancel the previous proxy appointment.
-
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person, a written notice of proxy cancellation shall be submitted to the Company 2 days prior to the meeting date. Delayed submission of cancellation shall be revoked, and the voting power exercised by the authorized proxy at the meeting shall prevail.
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Article 5 The venue for a shareholders’ meeting shall be within the Company's premises, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the independent directors' opinions with respect to the place and time of the meeting.
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Article 6 Presence:
-
The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
-
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the commencement of the meeting. The place at which attendance registrations are accepted shall be clearly marked and with a sufficient number of suitable personnel assigned to handle the registrations.
-
Shareholders and their proxies (collectively, "shareholders") may attend shareholders’ meetings only with valid attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
-
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
-
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots
50
shall also be furnished.
- When the government or a legal person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a legal person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting.
Article 7 Convening Shareholders’ Meeting
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If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board of Directors. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the vice Chairman shall act in place of the Chairman; if there is no vice Chairman or the vice Chairman is also on leave or for any reason unable to exercise the powers of the vice Chairman, the Chairman shall appoint one of the managing directors to act as chair. If there no managing directors, one of the directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as the Chair.
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When a managing director or a director serves as the chair, the managing director or director shall be the one that has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be applied for a representative of a legal person director that serves as chair.
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It is advisable that shareholders’ meetings, which are convened by the Board of Directors, be attended by a majority of the Directors.
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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 such convening parties, they shall mutually select a chair from among themselves.
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The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity.
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Article 8 The Company shall make uninterrupted audio or video recording of the shareholder’ meeting.
The recorded materials shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 9 Calling a Meeting
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Attendance at a shareholders meeting shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, plus the number of shares whose voting rights are exercised by correspondence or electronically.
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The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the chair shall declare the meeting adjourned.
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If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the
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total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. The Company shall notify the shareholders of the tentative resolutions, and convene another shareholders’ meeting within 1 month.
- If, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10 Discussions
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If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be prepared by the Board of Directors. The meeting shall proceed in the order in accordance with the agenda, which may not be changed without a resolution of the shareholders’ meeting.
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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.
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The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda mentioned in the preceding two paragraphs (including extemporary motions), except by a resolution of the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the Procedures, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
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The chair shall allow sufficient opportunities during the meeting for explanation and discussion of proposals and of amendments or extemporary motion put forward by the shareholders. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
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After the meeting is adjourned, shareholders shall not elect another chairman to continue the meeting at the same place or any other place.
Article 11 Speech of the Shareholders
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Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her/its shareholder account number (or attendance card number), and account name. The order in which shareholders speak shall be set by the chair.
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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.
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Except with the chair's consent, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
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When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the chair's consent and the shareholder presenting the speech. The chair shall stop any violation.
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When a legal person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same motion. After an attending shareholder has spoken, the chair may respond in person or designate relevant personnel to respond.
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Article 12 Voting and Resolution
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Voting at a shareholders’ meeting shall be calculated based the number of shares.
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With respect to resolutions of shareholders’ meeting the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
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When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the Company's interests, that shareholder may not vote on that item and may not exercise voting rights as a proxy for any other shareholders.
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The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
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Except for a trust enterprise or a shareholder services agent approved by the competent securities authorities, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. The number of votes exceeding the limit shall not be included in the calculation.
Article 13 Voting and Resolution
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A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
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When the Company holds a shareholders’ meeting, the shareholders may exercise voting rights by correspondence or electronic means. When voting rights are exercised by ways of correspondence or electronically, the method of exercising voting rights shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her/its rights with respect to the extemporary motions and amendments to that meeting's original proposals.
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A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 2 days prior to the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, it is not subject to the restriction when a declaration is made to cancel the earlier declaration of intent.
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After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the Shareholders’ Meeting in person, a written declaration of intent to retract the voting rights as mentioned in the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, at least 2 days prior to the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights that are already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.
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Except as otherwise provided in the Company Act and the Company's Articles of Incorporation, approval of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the
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attending shareholders, followed by a poll of the shareholders. On the same day after the Shareholders’ Meeting, each proposal's results, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
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The resolution shall be deemed passed. It shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the Chairman and all votes by correspondence and electric means present no objection or abstentions. Where there is an objection, the procedure in the preceding paragraph shall be conducted.
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If there shall be an amendment or alternative to a motion, the Chairman may combine the amendment or alternative into the original motion, and determine their orders for resolution. When any motion among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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Vote monitoring and counting personnel for the voting on a motion shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting is completed, the voting results, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record is made of the vote.
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Article 14 Election Matters
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The director election at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.
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The ballots for the election referred to in the preceding paragraph shall be sealed with the monitoring personnel's signatures and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15 Minute of the Shareholders’ Meeting
- The resolutions at a shareholders’ meeting shall be compiled in a meeting minute. The preparation, distribution and other related rules are in compliance with Article 183 of the Company Act and relevant regulations issued by the competent authority.
Article 16 Announcement to the Public
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The Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders’ meeting.
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If matters put to a resolution at a shareholders’ meeting constitute material information identified by the laws and regulations, Taiwan Stock Exchange Corporation (Taipei Exchange), the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
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Article 17 Order Maintenance at the Meeting Venue
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Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or armbands.
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The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an armband or an identification card that read “Proctor.”
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At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may stop the shareholder from so doing.
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When a shareholder violates the Procedures and defies the chair's correction, interrupting the procedure of the session, and insubordinate to instructions, the chair may command the proctors or security personnel to escort the shareholder out of the meeting venue.
Article 18 Break and Resumption of Meeting
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When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
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If the Shareholders’ Meeting venue is no longer available for continued use before all of the items (including extemporary motions) on the meeting agenda have been addressed, a resolution may be adopted to resume the meeting at another venue.
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The provisions of Article 182 shall not apply where a shareholders’ meeting resolves to postpone the meeting for not more than, or to reconvene the meeting within, five days.
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Article 19 The Procedures, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.
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Appendix III
Y.C.C. Parts MFG Co., Ltd. Shareholdings of All Directors
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Handled in accordance with Article 3 Paragraph 4 in the “Regulations Governing Content and Compliance Requirements for Shareholders’ Meeting Agenda Handbooks of Public Companies.”
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The Company’s total capital is 74,138,875 shares. In accordance with Article 2 in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies,” the minimum shareholding of all Directors shall be no less than 5,931,110 shares. Currently, the shareholding of all Directors is compliant with the rules.
Detail of the total and individual shareholding of Directors
| Title | Names | Date for suspension of share transfer (April 2, 2021) Shareholding as in the shareholder roster |
Percentage of shareholding |
|---|---|---|---|
| Institutional Chairman |
Hehan Investment Co., Ltd. Rep.: Shih-Yun Lin |
7,586,503 | 10.232% |
| Institutional director |
Ziqun International Co., Ltd. Rep.: Yi-HungLin |
861,000 |
1.161% |
| Institutional director |
Haoqun Investment and Development Co., Ltd. Rep.: Hao-Chen Lin |
11,791,000 | 15.903% |
| Institutional director |
Songqun Investment and Development Co., Ltd. Rep.: Shu-Mei Liu Rep.: Jui-Tse Lin |
10,731,000 | 14.474% |
| Independent director |
Hung-Lung Huang | 0 | 0% |
| Independent director |
Chao-Chang Yang | 0 | 0% |
| Independent director |
Chin-Feng Kuo | 13,000 | 0.018% |
| Independent director |
Chih-Ping Chu | 0 | 0% |
| Total | All directors | 30,982,503 | 41.788% |
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Appendix IV Impact of Issuance of bonus shares on the Company’s Business Performance, Earnings per Share and Shareholder Return Rate Not applicable. The Company is not required to disclose its 2020 financial forecast.
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