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YFO — AGM Information 2025
Aug 8, 2025
52356_rns_2025-08-08_07daa1fe-449f-481a-bbfa-f6a00ac07838.pdf
AGM Information
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Stock Code: 3622
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YOUNGFAST
Young Fast Optoelectronics Co., Ltd.
2025 Annual Shareholders’ Meeting
Meeting Handbook
(Translation)
Stock Code:3622
Type of the shareholders’ meeting: Physical meeting Time and Date: 9:00 a.m, Monday, May 23, 2025 Place: No. 32, Jingjian 5th Rd., Guanyin Dist., Taoyuan City
Notice to Readers: For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail .
Table of content
- Meeting Procedures......................................................................................... 1 2. Meeting Agenda ............................................................................................ 2 (1) Matters to Report ........................................................................................ 3 (2) Matters for Acknowledgement ................................................................... 4 (3) Matters for Discussion-1 ............................................................................ 5 (4) Matters for Election.................................................................................... 5 (5) Matters for Discussion-2 ............................................................................ 6 (6) Extempore Motions .................................................................................... 6 (7) Meeting Adjournment ................................................................................ 6 3. Attachment ...................................................................................................... 7 (1) 2024 Business Report ................................................................................. 7 (2) 2024 Audit Committee’s review report .................................................... 10 (3) Explanation of Directors' Remuneration ................................................... 11 (4) The related party transactions of 2024 ..................................................... 13 (5) Independent Auditors’ Report and 2024 financial statements (stand-alone and consolidated) ..................................................................................... 14 (6) 2024 Earnings distribution statement ....................................................... 30 (7) Comparison of the Previous and the amended “Article of Incorporation” ................................................................................................................. 31 (8) The list of candidates for Independence director ................................... 32 (9) Procedure for Election of Directors ....................................................... 33 (10)The list of release of the Company's new Independent director from the non-compete restriction .......................................................................... 36 4. Appendix ....................................................................................................... 37 (1) Article of Incorporation ............................................................................ 37 (2) Rules of Procedure for Shareholders Meeting ......................................... 43 (3) Remuneration for employees and directors ............................................. 57 (4) Directors’ shareholding ............................................................................ 58
Young Fast Optoelectronics Co., Ltd. 2025 Annual Shareholders’ Meeting Meeting Procedure
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Report the total number of shares representd in attendance
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Announcement of the Commencement of the Meeting
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Chairman’s Address
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Matters to Report
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Matters for Acknowledgement
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Matters for Discussion-1
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Matters for Election
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Matters for Discussion-2
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Extempore Motions
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Meeting Adjournment
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Young Fast Optoelectronics Co., Ltd. 2025 Annual Shareholders’ Meeting
Meeting Agenda
Meeting time: May 23, 2025 at 9:00a.m. Place: No. 32, Jingjian 5th Rd., Guanyin Dist., Taoyuan City Chairman: Chih Chiang Pai, Chairman of the Board of Directors
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Chairman’s Address
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Matters to Report:
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(1) Report the business of 2024.
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(2) Report the Audit Committee’s review report of 2024.
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(3) Report the employees’ profit share and directors’ compensation of 2024.
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(4) Report on the directors’ remuneration of the Company for 2024.
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(5) Report the related party transactions of 2024.
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(6) Report the Company’s distribution of cash dividends from earnings and capital surplus for 2024.
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Matters for Acknowledgement
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(1) Acknowledgement of business report and financial statements of 2024.
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(2) Acknowledgement of earnings distribution of 2024.
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Matters for Discussion and Election
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(1) Discussion on the amendments to the Company’s “Article of Incorporation”.
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(2) By-election of one independent director.
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(3) Release of the Company's new Independent director from the non-compete restriction
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Extempore Motions
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Meeting Adjournment
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Matters to Report
- Subject: To report the business of 2024
Description: Please refer to attachment 1 (page7-9) for Business report of 2024.
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Subject: To report the Audit Committee’s review report of 2024
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Description: Please refer to attachment 2 (page10) for 2024 Audit Committee’s review report.
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Subject: To report the employees’ profit share and directors’compensation of 2024.
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Description: The Company's 2024 net income before tax and remuneration of employees and directors) after audited by independent auditors were NT$754,083,396. According to Article 24 of the Articles of Incorporation, NT$15,081,668 (2%) were allocated as employee remuneration, NT$11,311,251 (1.5%) as director remuneration, all paid in cash.
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Subject: To report on the directors’ remuneration of the Company for 2024.
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Description: (1)The remuneration received by the directors is handled in accordance with the Company’s regulation of the remuneration management of the directors, functional Committee members and managers.
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(2) The Company's standard of paying the director's remuneration is based on the responsibilities, risks, the time that invested in, and other factors, with a comprehensive consideration, the relationship with the payment of the remuneration would be described clearly:
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I. According to Article 24 of the Company's Articles of Incorporation, the director's remuneration shall not be more than 1.5% of the annual profit. Also, it shall be based on the self-evaluation performance of each director, the frequency of participating in the board of directors, the hours of receiving the training, etc., and the contribution to the Company's performance. It shall also be referred to the Company’s entire operation performance, operation risks of the industry, and the development trends in the future, etc., and a reasonable remuneration will be paid.
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II. The regulation of the remuneration management of the directors, functional Committee members and managers also states the principles for paying the directors' remuneration as follows:
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(I) The remuneration for the audit committee member (independent director): NT$ 40,000 dollars per month.
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(II) The remuneration for the non-independent directors who participate in the daily operation of the Company: According to Article 21 of the Articles of Incorporation, the board of directors is authorized to receive the remuneration according to the directors’ management responsibilities, the level to participate in the operation and the value of the contributions, and the usual level of the other companies in the industry.
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- (III) The managers of non-independent directors who participate in the daily operation of the Company: salary, position bonus, allowance, various bonuses and welfare, pension, severance pay and other salaries, are handled in accordance with the Company's salary management measures. - (IV) Business conduction related expense: transportation fee is NT$ 10,000 dollars for the independent directors to attend each meeting.- (3) The remuneration received by the directors in 2024, please refer to attachment 3 (page11-12).
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Subject: To report the related party transactions of 2024
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Description: According to Article 9-1 of the Company's “Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises”, please refer to attachment 4 (page13).
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Subject: To report the Company’s distribution of cash dividends from earnings and capital surplus for 2024
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Description:(1) In accordance with Article 24-1 of the Company's Articles of Incorporation,the Board of Directors is authorized to resolve that all or part of the dividends and bonuses payable shall be paid in cash and report to the shareholders' meeting.
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(2) The Company resolved at the th meeting of the 8th board meeting on Februaru 27, 2025 to appropriate NT$226,991,400 from the earnings of 2024 (NT$1.5 per share), and to appropriate NT$226,991,400 from the capital surplus from the issuance of shares in excess of par value and expired employee stock warrants can be used to dispense cash (NT$1.5 per share) based on the shareholdings recorded in the shareholder register on the book-close date, for a total cash dividend of NT$3.
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(3) The chairman of the board of directors shall, upon the authorization of the board of directors, set another payment base date and payment date. Cash distribution is calculated up to NTD. Fractions of NTD are rounded down to zero. The difference is recorded by the Company as "other income".
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Matters for Acknowledgement:
- Subject: Acknowledgement of business report and financial statements of 2024
(by the Board of Directors)
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Description: (1) The Company's 2024 business report, stand-alone financial statements and consolidated financial statements were approved by a resolution of the Board of Directors. The CPA firm of KPMG has audited the stand-alone financial statements and the consolidated financial statements and has given an unqualified opinion thereon.
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(2) The above-mentioned business report and financial statements have been sent to the Audit Committee, which issued a review report.
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(3) Please refer to attachment 1 (page7-9) and attachment 5 (page 14-29) for the Company's 2024 business report and financial statements, and please accept the proposal for ratification.
Resolution:
- Subject: Proposal for the ratification of the 2024 earnings distribution proposal
(by the Board of Directors)
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Description: (1) The Company's 2024 earnings distribution proposal was approved by a resolution of the Board of Directors and reviewed by the Audit Committee, which issued a review report.
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(2) The Company’s 2024 net profits after tax were NT$720,443,309, and the cumulative distributable earnings were NT$1,557,346,166, which are intended to be retained without distribution. Please refer to attachment 6 (page 30) of this handbook for the earnings distribution statement. Please accept the proposal for ratification.
Resolution:
Matters for Discussion-1
1. Subject: Amendment to the Company’s “Article of Incorporation”.
(by Board of Directors)
- Description: In response to amendmants to laws and regulations and the company's operational needs, it is porposed to amend the Company’s "Article of Incorporation". Please refer to attachment 7 (pages 31) for the comparison Table of Amendments to "Article of Incorporation".
Resolution:
Matters for Election
1. Subject: By-election of one independent director
Description:
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(1) In accordance with business needs, strengthen the structure of the board of directors and implement corporate governance operations, it is proposed to by-elect an independent director.
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(2) In accordance with Article 16 of the Company's Articles of Incorporation, and the Company adopted the nomination system to elect the Directors.
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(3) The newly appointed independent director will assume office after being elected and will serve until the end of the current board's term. The term will be from May 23, 2025 to May 30, 2026.
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(4) Those on the director candidate shortlist were nominated by the Board of Directors and such shortlist was reviewed and approved by the Board of Directors meeting dated April 8, 2025. Please refer to attachment 8 (page 32) of this handbook for details.
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(5) This election was conducted according to the Company’s “Procedures for Election of Directors”. For the regulations for election, please refer to attachment 9 (page 33-35) of this handbook.
Election results:
Matters for Discussion-2
- Subject: Please proceed to discuss the release of the Company's new indepent director from the non-compete restriction.
(by Board of Directors)
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Description: (1) In accordance with Article 209 of the Company Act, which stipulates that "A director who engages in conduct for himself/herself or for another person that falls within the scope of the Company's business shall explain the material content of his/her conduct to the shareholders' meeting and obtain permission"
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(2)To fully leverage the Company’s directors’ professionalism and relevant experience, it is proposed – as permitted by law – that the Shareholders’ Meeting consents to lift the non-compete restrictions on the directors to be elected in the Company’s 2025 Annual General Meeting. For the details of the removal of the non-compete restrictions on directors, please refer to Attachment 10 (page 36) of this handbook.
Resolution:
Extempore Motions
Meeting Adjournment
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Attachment 1
Young Fast Optoelectronics Co., Ltd. The Company’s 2024 business report
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Business Strategy and It’s Implementation Status
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Over the past few years, the Company’s Optoelectronics Business Group has been actively engaged in the research and development of functional touch panel sensors, and the surface printing, profiling, and processing (stain-resistance; anti-glare; anti-reflection; anti-bacteria) for our self-developed glass cover. Meanwhile, we have also expanded our business of edge lamination and full lamination of touch modules and different displays, developed the production capacity for Touch Monitor and FATP and PMOLED and electronic paper module bonding, to protect our R&D achievements, actively filed for patent protection at home and abroad. We have branched out into the markets for industrial control, sports equipment, in-vehicle applications, and medium and large size advertising guide electronic paper module. The glass production line began to mass produce cover glass and surface coating products, and the Company continues to cultivate and stabilize the sales market through vertical integration.
In addition, our Electromechanical Business Group, given its major customer being the Taiwan Power Company, greatly valued product quality, safety, and ability to adapt; as so, it had established a high market entry barrier with its technologies and specifications certification, and therefore derived a stable gross profit. In 2024, the production capacity of the new factory for mechanical and electrical products operated smoothly, and was able to meet the needs of future market growth. To assist customers in solving the current shortage of manpower in the market for equipment installation and construction, meanwhile, we actively integrates equipment engineering resources, joins long-term partners in strategic alliances to provide installation and construction services, and cooperates with various downstream engineering companies to train technicians and purchase relevant equipment to provide partial installation and construction, so that customers can receive a complete installation construction services; additionally, to meet the needs of Taipower's power grid, different types of terminal equipment products have been introduced and relevant tests are conducted in cooperation with customers.
Due to the continuous gains derived by our large- and medium-size touch panels from nonconsumer markets such as industrial control, in-vehicle applications, and sports equipment, and also due to stable gains from the domestic market, our electromechanical products derived handsome profits. Meanwhile, we also focused on asset revitalization to diversify our income sources, and in doing so coped with the volatile international market, thereby lowering risk and boosting steady income. Furthermore, striving to implement the sustainable operation (ESG), the the solar roof at the Guanyin Plant III started generating electricity in 2024, a total of 465,718 kWh was generated, reducing approximately 230 tons CO2e.
- Implementation results of business plan
In 2024, the global economy was affected by the combined effects of slowing inflation and geopolitics, which was similar to that of the previous year. However, the overall industry is concentrated in the AI technology-related supply chain, resulting in the demand for other electronic products and related parts not growing much or even slowing down, photoelectric products were continue to be affected by factors such as the slowdown in demand and inventory consumption, the business turnover is 24.99% less than the 2023 level. In addition, our
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electromechanical products were all for domestic use, we benefited from the domestic energy policy and the increase in power facilities projects of TaiPower in 2023, deriving a revenue that was 2.84% higher than the 2023 level during at nearly full capacity. Coupled with steady nonoperating income (i.e., investment income), our overall profits grew from last year. In 2024, the annual consolidated operating revenue stood at NTD 1,577,292 thousand, down 3.76% from last year; net income after taxes attributable to the Company at NTD 720,443 thousand, up NTD 567,534 thousand, or 26.94%, from last year; and earnings per share at NTD 4.76.
- Budget implementation status
The 2024 financial forecast was not made public, so there is no question of whether the budget was achieved or not.
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Financial income and expenses; profitability analysis
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(1) Analysis of receipts and expenditures
The ratio of long-term capital to fixed assets was 861.53%, and the debt ratio was 9.48% in 2024, attesting to the Company’s good capital structure. mainly due to that the cash inflows from operating activities are used to repay short-term borrowings. Liquidity ratio and quick ratio in 2024 were 1,244.89% and 1,171.36%, respectively, attesting to the Company’s good solvency.
(2) Analysis of Profitability
The Company’s annual consolidated gross profit and annual consolidated operating income in 2024 were NT$723,825 thousand and NT$469,348 thousand, respectively, an increase of 21% and 31.76%, respectively, from 2023. These were mainly due to the growth of business scale from high margin products of electromechanical and the continuous implementation of cost reduction measures. In terms of non-operating income was NT$338,122 thousand, it was mainly from the flexible use of idle assets of the Company and continuous injection of income such as rent and dividends. In 2024, the net income after taxes stood at NT$769,908 thousand, net income after taxes that is attributable to the Company at NT$720,443 thousand, and earnings per share at NT$4.76.
| Analysis | 2023 | 2024 | |
|---|---|---|---|
| Capital Structure analysis |
Debt Ratio | 10.43% | 9.48% |
| Longterm funds to fix asset | 821.60% | 861.53% | |
| Liquidity analysis | Current ratio | 1,077.17% | 1,244.89% |
| Quick ratio | 1,024.21% | 1,171.36% | |
| Profitability analysis | Return on total assets (%) | 8.93% | 10.02% |
| Return on equity(%) | 9.24% | 10.37% | |
Operation income to capital |
23.56% | 31.02% | |
Net income before tax to capital |
38.63% | 53.36% | |
| Profit ratio | 37.19% | 48.81% | |
| Earningsper share (NT$) | 3.75 | 4.76 |
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5. R&D
A touch panel mainly serves the role that makes a human-machine interface more convenient. It is developed to suit different applications at different premises and under different environments, and towards a trend that features more a compact body and an even thinner bezel. The films on the surface of our touch control modules are self-developed. In terms of membranes and glass sensors, we adopt metallized films and lithography to effectively produce ultra-thin touch products. In terms of ultra-thin bezel, we use advanced laser processes such as precision exposure and CCD alignment, so as to provide customers with a high-end product that features both a thinner bezel and a higher sensitivity. Our UV-resistant membranes and glass sensor process production lines can meet the requirements for in-vehicle applications, and for products to be used by our end customers under a lengthy exposure to sunshine. We also develop stainresistant/anti-glare/anti-reflection/anti-bacteria coating technologies. In addition, we newly perform full lamination of cover glass and touch module for our LCM and PMOLES for use of industrial control, and advance the technology for lamination of electronics paper modules, to satisfy the diverse applications at the customer end.
The Electromechanical Business Group: To meet the needs of power grid replacement, Taipower has introduced different types of terminal boxes to cooperate with customers to conduct tests on different items of physical test circuits to meet more comprehensive product needs of customers; in addition, taking advantage of the international division of of labor and OEM, the Company has won orders for metal parts applied to ultra-high voltage grade terminals and connection equipment. It is expected that the manufacturing and processing capabilities of metal parts of ultra-high voltage electrical equipment will be upgraded to a higher level.
Chairman: Chihchiang Pai Manager: Yichuan Hsu Chief Accountant: Weiju Hsu
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Attachment 2
Young Fast Optoelectronics Co., Ltd.
Audit Committee’s Review Report
The Board of Directors prepared the Company’s 2024 business report, financial statements (stand-alone and consolidated) and earnings distribution proposal. CPA Chunxiu Guan and Boshu Huang from KPMG have audited the financial statements (stand-alone and consolidated) and have issued an audit report. The above-mentioned business report, financial statements (stand-alone and consolidated) and earnings distribution proposal have been reviewed by the Audit Committee and no discrepancies have been found and a report was prepared for your review according to Article 14-4
of the Securities and Exchange Act and Article 219 of the Company Act.
To
2024 Annual Shareholders’ Meeting of Young Fast Optoelectronics Co., Ltd.
Young Fast Optoelectronics Co., Ltd.
Chairman of the Audit Committee: Xiuhui Ye Febauary 27, 2025
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Attachment 3
The director's remuneration (including remuneration received by part-time employees) in 2024
| Title | Name | Remuneration for directors | Remuneration for directors | Remuneration for directors | Remuneration for directors | Remuneration for directors | Remuneration for directors | Remuneration for directors | Remuneration for directors | A, B, C and D as a % of the net profits after tax |
A, B, C and D as a % of the net profits after tax |
Remuneration for employees with concurrent positions in the Companyand other companies |
Remuneration for employees with concurrent positions in the Companyand other companies |
Remuneration for employees with concurrent positions in the Companyand other companies |
Remuneration for employees with concurrent positions in the Companyand other companies |
Remuneration for employees with concurrent positions in the Companyand other companies |
Remuneration for employees with concurrent positions in the Companyand other companies |
Remuneration for employees with concurrent positions in the Companyand other companies |
Remuneration for employees with concurrent positions in the Companyand other companies |
A, B, C, D, E, F and G as a % of the net profits after tax |
A, B, C, D, E, F and G as a % of the net profits after tax |
Remuneration from reinvested enterprises outside subsidiaries or from the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base remuneration (A) |
Severance and pension (B) |
Remuneration for directors (C) |
Business execution expenses(D) |
Remuneration, bonus, allowance (E) |
Severance and pension (F) |
Remuneration for employees (G) |
||||||||||||||||
| The Company |
All companies in the financial statements |
The Company |
All companies in the financial statements |
The Company |
All companies in the financial statements |
The Company |
All companies in the financial statements |
The Company |
All companies in the financial statements |
The Company |
All companies in the financial statements |
The Company |
All companies in the financial statements |
The Company | All companies in the financial statements |
The Company | All companies in the financial statements |
|||||
| Cash amoun |
Stock amount |
Cash amoun |
Stock amount |
|||||||||||||||||||
| Chairperson | ChihchiangPai | 4,807 | 4,807 | 0 | 0 | 1,534 | 1,534 | 0 | 0 | 0.88% | 0.88% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.88% | 0.88% | 0 |
| Director | Soy Young Enterprise Co.,Ltd. |
0 | 0 | 0 | 0 | 1,235 | 1,235 | 0 | 0 | 0.17% | 0.17% | NA | NA | 0 | 0 | 0 | 0 | 0 | 0 | 0.17% | 0.17% | 0 |
| Representative: Shujuan Xu |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Director | Hold-Key Electric Wire & Cable Co., Ltd. |
0 | 0 | 0 | 0 | 1,235 | 1,235 | 0 | 0 | 0.17% | 0.17% | NA | NA | 0 | 0 | 0 | 0 | 0 | 0 | 0.17% | 0.17% | 0 |
| Representative: XinzhengLi |
0 | 0 | 0 | 0 | 0 | 0 | 8,974 | 8,974 | 0 | 0 | 0 | 0 | 0 | 0 | 1.25% | 1.25% | 0 | |||||
| Director | Yichuan Hsu | 0 | 0 | 0 | 0 | 1,235 | 1,235 | 0 | 0 | 0.17% | 0.17% | 4,504 | 4,504 | 0 | 0 | 0 | 0 | 0 | 0 | 0.80% | 0.80% | 0 |
| Director | Fengyu Ho | 0 | 0 | 0 | 0 | 1,235 | 1,235 | 0 | 0 | 0.17% | 0.17% | 3,524 | 3,524 | 0 | 0 | 0 | 0 | 0 | 0 | 0.66% | 0.66% | 0 |
| Director | Menggui Lin | 0 | 0 | 0 | 0 | 1,235 | 1,235 | 0 | 0 | 0.17% | 0.17% | 4,365 | 4,365 | 0 | 0 | 0 | 0 | 0 | 0 | 0.78% | 0.78% | 0 |
| Independent director |
Wenxiu Zhang (Note2) |
440 | 440 | 0 | 0 | 1,132 | 1,132 | 60 | 60 | 0.23% | 0.23% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.23% | 0.23% | 0 |
| Independent director |
Xiege Hao | 480 | 480 | 0 | 0 | 1,235 | 1,235 | 50 | 50 | 0.25% | 0.25% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.25% | 0.25% | 0 |
| Independent director |
Xiuhui Ye | 480 | 480 | 0 | 0 | 1,235 | 1,235 | 50 | 50 | 0.25% | 0.25% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.25% | 0.25% | 0 |
| 1. Please describe the policy, system, criteria and structure for the remuneration for independent directors, and the correlation to the amount of remuneration in terms of their responsibilities, risks, time spent and other factors: Handled in accordance with the provisions of the Company's Measures for the Administration of Remuneration of Directors, Functional Committee Members and Managers. Independent directors may receive a fixed remuneration of NT$40,000 per month during their terms of office as well as NT$10,000 per trip in attending the Board of Directors. Remuneration of directors is based on factors such as tenure and responsibilities, and is submitted to the Remuneration Committee and the Board of Directors for approval. 2. Except as disclosed above,the remuneration for the directors of the Companyforprovidingservices to all companies in the financial statements(such as servingas a non-employee consultant,etc.)in the most recentyear: None. |
Note1: It is approved by the board of directors on February 27th, 2025 to distribute NT$11,311 thousand dollars for the directors' remuneration and NT$15,082 thousand dollars for the employees’ remuneration both are estimated based on the proportion of the actual distribution amount for 2023 in 2024.
Note2: Resigned due to death on December 2, 2024
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| Remuneration ranges for the directors of the Company | Director’s name | Director’s name | Director’s name | |
|---|---|---|---|---|
| Total amount of the first four remunerations(A+B+C+D) | Total amount of the first seven | remunerations(A+B+C+D+E+F+G) | ||
| The Company | All companies in the financial statements(I) |
The Company | All companies in the financial statements(J) |
|
| Less than NT$1,000,000 | N/A | N/A | N/A | N/A |
| NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive) | Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Yichuan Hsu, Fengyu Ho, Menggui Lin, Wenxiu Zhang,Xiuhui Ye,Xiege Hao |
Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Yichuan Hsu, Fengyu Ho, Menggui Lin, Wenxiu Zhang,Xiuhui Ye,Xiege Hao |
Soy Young Enterprise Co., Ltd., Hold- Key Electric Wire & Cable Co., Ltd. , Wenxiu Zhang , Xiuhui Ye, Xiege Hao |
Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd. , Wenxiu Zhang , Xiuhui Ye, Xiege Hao |
| NT$2,000,000(inclusive)~ NT$3,500,000(exclusive) | N/A | N/A | N/A | N/A |
| NT$3,500,000(inclusive)~ NT$5,000,000(exclusive) | N/A | N/A | Fengyu Ho, | Fengyu Ho, |
| NT$5,000,000 (inclusive) ~ NT$10,000,000 (exclusive) | Chihchiang Pai | Chihchiang Pai | Chihchiang Pai , Yichuan Hsu, Menggui Lin |
Chihchiang Pai , Yichuan Hsu, Menggui Lin |
| NT$10,000,000(inclusive)~ NT$15,000,000(exclusive) | N/A | N/A | N/A | N/A |
| NT$15,000,000(inclusive)~ NT$30,000,000(exclusive) | N/A | N/A | N/A | N/A |
| NT$30,000,000(inclusive)~ NT$50,000,000(exclusive) | N/A | N/A | N/A | N/A |
| NT$50,000,000(inclusive)~ NT$100,000,000(exclusive) | N/A | N/A | N/A | N/A |
| More than NT$100,000,000 | N/A | N/A | N/A | N/A |
| Total | Chihchiang Pai , Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Yichuan Hsu, Fengyu Ho, Menggui Lin, Wenxiu Zhang , Xiege Hao, Xiuhui Ye |
Chihchiang Pai , Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Yichuan Hsu, Fengyu Ho, Menggui Lin, Wenxiu Zhang , Xiege Hao, Xiuhui Ye |
Chihchiang Pai , Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Yichuan Hsu, Fengyu Ho, Menggui Lin, Wenxiu Zhang , Xiege Hao,Xiuhui Ye |
Chihchiang Pai , Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Yichuan Hsu, Fengyu Ho, Menggui Lin, Wenxiu Zhang , Xiege Hao, Xiuhui Ye |
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Attachment 4
The related party transactions of 2024
| The related party | transactions of 2024 | |
|---|---|---|
| 2024(Actually) | 2024 (Approved by Board of Directors |
|
| Trade Amount |
NT$187 million | NT$300 million |
| Term | Processed according to the terms and conditions of the transaction approved by the board of directors. |
Before delivery, a 60-day check for 75% of the purchase price, a 120-day check for 15% of the purchase price and a 150-day check for 10% of the purchase price are required; the aforementioned payment must wait for Taipower to allocate funds before check collected, however, the maximum time of cash a check cannot exceed 270 days. |
| Price | The transaction price was calculated in accordance with the principles approved by the Board of Directors. |
The price shall be calculated according to the market price. If it is to cooperate with the tender, the price will be calculated taking into account the winning price range. |
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Attachment 5 Accountants’ Audit Report
To the Board of Directors of Young Fast Optoelectronics Co., Ltd.:
Audit Opinion
We have completed our review of Young Fast Optoelectronics Co. and Subsidiaries (Young Fast Group) Consolidated Balance Sheet for December 31, 2024 and 2023; and Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows, and Notes to the Consolidated Financial Statements (including a summary of significant accounting policies) for January 1 – December 31, 2024 and 2023.
In our opinion, the aforementioned consolidated financial statements in all major respects are in compliance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretation, or SIC Interpretation endorsed by the Financial Supervisory Commission. They are sufficient to adequately express the consolidated financial status of Young Fast Group as of December 31, 2024 and 2023 its consolidated financial performance and consolidated cash flow from January 1 through December 31, 2024 and 2023.
Basis for audit opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Young Fast Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. 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 refer to the most important matters for the audit of Young Fast Group's 2024 consolidated financial statements based on our professional judgment. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our judgment, revenue recognition constitutes a key audit matter to be communicated in the audit report.
- 14 -
For details of accounting policies regarding revenue recognition, please refer to Note 4 (16) of the consolidated financial statements on Recognition of Revenue; for details of revenue related disclosures, please refer to Note 6 (20) the consolidated financial statements. Explanation of Key Audit Matters:
Sales revenue of Young Fast Group stands as the primary indicator for investors and management in evaluating its financial or business performance. Moreover, as a listed company, Young Fast Group is highly regarded by the investing public. Therefore, we identify revenue recognition as an important item in the audit of current year financial statements.
Corresponding Audit Procedures:
Our main audit procedures regarding the above key audit matters include:
-
Testing the effectiveness of internal control design and implementation related to revenue recognition.
-
Conducting trend analysis for the top ten customers in terms of sales, including a comparison of the customer list and sales revenue amounts between the current period and the most recent period and the same period of last year to assess whether there are any significant abnormalities. If there are major changes, the causes are identified and analyzed.
-
Sampling and checking sales transactions of the whole year to evaluate the authenticity of sales transactions, the correctness of the recognized amounts of sales revenue, and the reasonableness of the time of accounting.
-
Testing a sample of sales transactions in the period before and after the end of the year to assess whether the timing of revenue recognition is appropriate.
Other Matters
Young Fast Optoelectronics Co., Ltd. has prepared parent company only financial statements for 2024 and 2023, and the audit reports with unqualified opinions that we have issued are on file for reference.
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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretation, or SIC Interpretation endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated statements that are free from material misstatement, whether due to fraud or error.
- 15 -
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of Young Fast Group, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Young Fast 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 financial reporting process of Young Fast Group.
Auditor’s 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 auditor’s 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following tasks:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Young Fast Group.
-
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 ability to continue as a going concern of Young Fast Group. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's 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 auditor's report. However, future events or conditions may cause Young Fast Group to cease to continue as a going concern.
-
16 -
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence for the parent company only financial information within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the Group. We remain solely responsible for our audit opinion regarding the Group.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the governance unit, we have determined key audit matters of Young Fast Group's 2024 consolidated financial statements. We describe these matters in our auditor’s 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.
KPMG Taiwan CERTIFIED PUBLIC ACCOUNTANTS February 27, 2025
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Young Fast Optoelectronics Co., Ltd. and Subsidiaries
Consolidated balance sheet
December 31, 2024 and 2023
Unit: NTD Thousand
| Assets 11xx Current Assets: 1100 Cash and cash equivalents (Notes 6 (1)) 1110 Current financial assets at fair value through profit or loss (Note 6 (2)) 1120 Current financial assets at fair value through other comprehensive income (Note 6 (3)) 1136 Financial assets measured at amortized cost - current (Notes 6 (4)) 1150 Notes receivable, net (Note 6 (5) and (20)) 1160 Notes receivable,related parties( Note 6 (5),(20) and (Note 7) 1170 Accounts receivable, net (Note 6 (5) and (20)) 1180 Accounts receivable due from related parties (Note 6 (5), (20) and 7) 1200 Other receivables (Note 6 (5) and (6)) 130X Inventory (Notes 6 (7) ,7 and 9) 1470 Other current assets Total current assets 15xx Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income (Note 6 (3)) 1550 Investments accounted for using equity method, net (Note 6 (8)) 1600 Property, plant and equipment (Notes 6 (9),(11),(13),7,8 and 9) 1755 Right of use assets (Notes 6 (10), (14) and 7) 1760 Investment real estate, net (Note 6 (9) and(11)) 1780 Intangible assets (Note 6 (12)) 1840 Deferred tax assets (Note 6 (17)) 1915 Prepaid equipment (Note 6 (9) and (12)) 1990 Other non-current assets (Note 6 (5),(6) and (20)) Total non-current assets 1xxx Total assets |
2024.12.31 Amount % $ 786,149 10 273,000 3 3,848,300 48 133,011 2 146,388 2 34,821 - 43,035 1 2,124 - 15,280 - 303,489 4 28,054 - 5,613,651 70 |
2023.12.31 Amount % 535,160 7 127,624 2 3,831,917 51 - - 253,646 4 - - 137,810 2 52,028 1 8,689 - 243,382 3 12,407 - 5,202,663 70 366,781 5 348,778 5 843,121 11 116,847 2 291,426 4 4,284 - 103,702 1 38,621 1 93,846 1 2,207,406 30 7,410,069 100 Liabilities and Equity 21xx Current liabilities: 2130 Current contract liabilities (Note 6 (20) 2170 Accounts payable 2180 Accounts payable, related parties (Note 7) 2200 Other payables (Note 6 (21) and 7) 2230 Current tax liabilities 2250 Current provisions (Note 6 (15)) 2281 Lease liabilities (Notes 6 (14)) 2282 Lease liabilities -Related parties (Notes 6 (14) and 7)2399 Other current liabilities Total current liabilities 25xx Non-current liabilities: 2540 Long-term borrowings (Notes 6 (9),(13) and 8) 2551 Provision for employee benefit liabilities, non-current (Note 6 (16)) 2552 Provision for long-term liabilities for warranties (Note 6 (15)) 2556 Provision for long-term liabilities for decommissioning, rehabilitation, and restoration costs (Note 6 (15)) 2570 Deferred tax liabilities (Note 6 (17)) 2581 Lease liabilities (Notes 6 (14)) 2582 Lease liabilities -Related parties (Notes 6 (14) and 7)2670 Other non current liabilities (Note 7) Total non-current liabilities 2xxx Total liabilities 31xx Owners' equity attributable to the parent company (Notes VI (8), (16),(17) and (18)): 3110 Share capital from common stock 3200 Capital reserve Retained earnings: 3310 Legal reserve 3350 Undistributed surplus earnings Total retained earnings 3400 Other equity interest Subtotal of equity attributable to owners of parent company 36xx Non-controlling interests 3xxx Total Equity 2-3xxxTotal liabilities and equity |
2024.12.31 Amount % 2,120 - 116,933 2 74 - 251,258 3 25,200 - 33,751 - 157 - 18,160 - 3,284 - 450,937 5 35,000 1 4,409 - 131,941 2 5,164 - 266 - 21,958 - 16,838 - 92,837 1 308,413 4 759,350 9 1,513,276 19 |
2023.12.31 Amount % 4,892 - 127,338 2 1,738 - 244,542 4 32,340 - 45,779 1 118 - 17,877 - 8,369 - |
|---|---|---|---|---|
482,993 7 |
||||
- - 5,944 - 140,948 2 5,164 - 881 - 18,908 - 34,998 - 82,767 1 |
||||
532,531 7 389,980 5 877,445 11 101,416 1 281,963 4 4,551 - 106,520 1 1,378 - 100,958 1 |
||||
289,610 3 |
||||
772,603 10 |
||||
1,513,276 21 |
||||
2,396,742 30 $ 8,010,393 100 |
||||
1,850,197 23 |
1,925,860 26 |
|||
169,865 2 1,629,532 21 |
113,160 2 1,191,368 16 |
|||
1,799,397 23 |
1,304,528 18 |
|||
2,004,089 25 |
1,810,096 24 |
|||
7,166,959 90 |
6,553,760 89 |
|||
84,084 1 |
83,706 1 |
|||
7,251,043 91 |
6,637,466 90 |
|||
$ 8,010,393 100 |
7,410,069 100 |
(Please refer to the attached notes to the consolidated financial statements) Manager: Yichuan Hsu
Chairman: Chihchiang Pai
Chief Accountant: Weiju Hsu
- 18 -
Young Fast Optoelectronics Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income January 1 to December 31, 2024 and 2023
| 4000 Operating revenue (Note 6 (20) and 7) 5000 Operating costs (Notes 6 (7), (10), (12), (14), (15), (16), 7 and 12) 5900 Gross profit 6000 Operating expenses (Notes 6 (5), (6), (9), (10), (12), (14), (16), (21), 7 and 12): 6100 Marketing expenses 6200 Management expenses 6300 Research and development expenses 6450 Expected credit loss Total operating expenses 6900 Net operating profit (loss) 7000 Non-operating revenue and expenses (Notes 6 (2), (8), (9), (11), (14), (22), 7 and 12): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs, net 7060 Share of profit of associates accounted for using equity method Total non-operating revenue and expenses 7900 Net profit from continuing operations before tax 7950 Less: Income tax expense (Note 6 (17)) 8200 Net profit for the period 8300 Other comprehensive income (Note 6 (8), (16), (17) and (18)): 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plan 8316 Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive profits and losses of affiliated companies recognized using the equity method 8349 Income tax related to components of other comprehensive Total items that will not be reclassified to profit or loss 8360 Items that may subsequently be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8370 Share of other comprehensive profits and losses of affiliated companies recognized using the equity method 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Total items that may subsequently be reclassified to profit or loss 8300 Other comprehensive income for the current period 8500 Total comprehensive income for the current period Profit attributable to: 8610 Owners of parent 8620 Non-controlling interests Comprehensive income attributable to: 8710 Owners of parent 8720 Non-controlling interests EPS(Unit: New Taiwan Dollars) (Note 6 (19)) 9750 Basic EPS 9850 Diluted EPS |
Unit: NTD Thousand 2024 2023 Amount % Amount % $ 1,577,292 100 1,638,979 100 853,467 54 1,040,801 64 723,825 46 598,178 36 47,040 3 40,644 2 166,258 10 156,162 9 41,304 3 46,289 3 (125) - (1,370) - 254,477 16 241,725 14 469,348 30 356,453 22 9,693 - 5,336 - 225,250 14 177,668 11 26,884 2 (9,077) (1) (3,119) - (2,590) - 79,414 5 56,851 4 338,122 21 228,188 14 807,470 51 584,641 36 37,562 2 (24,913) (1) 769,908 49 609,554 37 1,609 - (668) - 134,375 9 625,489 38 131 - 48 - 322 - (134) - 135,793 9 625,003 38 53,520 3 (130) - 6,098 - (2,996) - - - - - 59,618 3 (3,126) - 195,411 12 621,877 38 $ 965,319 61 1,231,431 75 $ 720,443 46 567,534 35 49,465 3 42,020 2 $ 769,908 49 609,554 37 $ 915,854 58 1,189,411 73 49,465 3 42,020 2 $ 965,319 61 1,231,431 75 $ 4.76 3.75 |
Unit: NTD Thousand 2024 2023 Amount % Amount % $ 1,577,292 100 1,638,979 100 853,467 54 1,040,801 64 723,825 46 598,178 36 47,040 3 40,644 2 166,258 10 156,162 9 41,304 3 46,289 3 (125) - (1,370) - 254,477 16 241,725 14 469,348 30 356,453 22 9,693 - 5,336 - 225,250 14 177,668 11 26,884 2 (9,077) (1) (3,119) - (2,590) - 79,414 5 56,851 4 338,122 21 228,188 14 807,470 51 584,641 36 37,562 2 (24,913) (1) 769,908 49 609,554 37 1,609 - (668) - 134,375 9 625,489 38 131 - 48 - 322 - (134) - 135,793 9 625,003 38 53,520 3 (130) - 6,098 - (2,996) - - - - - 59,618 3 (3,126) - 195,411 12 621,877 38 $ 965,319 61 1,231,431 75 $ 720,443 46 567,534 35 49,465 3 42,020 2 $ 769,908 49 609,554 37 $ 915,854 58 1,189,411 73 49,465 3 42,020 2 $ 965,319 61 1,231,431 75 $ 4.76 3.75 |
Unit: NTD Thousand 2024 2023 Amount % Amount % $ 1,577,292 100 1,638,979 100 853,467 54 1,040,801 64 723,825 46 598,178 36 47,040 3 40,644 2 166,258 10 156,162 9 41,304 3 46,289 3 (125) - (1,370) - 254,477 16 241,725 14 469,348 30 356,453 22 9,693 - 5,336 - 225,250 14 177,668 11 26,884 2 (9,077) (1) (3,119) - (2,590) - 79,414 5 56,851 4 338,122 21 228,188 14 807,470 51 584,641 36 37,562 2 (24,913) (1) 769,908 49 609,554 37 1,609 - (668) - 134,375 9 625,489 38 131 - 48 - 322 - (134) - 135,793 9 625,003 38 53,520 3 (130) - 6,098 - (2,996) - - - - - 59,618 3 (3,126) - 195,411 12 621,877 38 $ 965,319 61 1,231,431 75 $ 720,443 46 567,534 35 49,465 3 42,020 2 $ 769,908 49 609,554 37 $ 915,854 58 1,189,411 73 49,465 3 42,020 2 $ 965,319 61 1,231,431 75 $ 4.76 3.75 |
Unit: NTD Thousand 2024 2023 Amount % Amount % $ 1,577,292 100 1,638,979 100 853,467 54 1,040,801 64 723,825 46 598,178 36 47,040 3 40,644 2 166,258 10 156,162 9 41,304 3 46,289 3 (125) - (1,370) - 254,477 16 241,725 14 469,348 30 356,453 22 9,693 - 5,336 - 225,250 14 177,668 11 26,884 2 (9,077) (1) (3,119) - (2,590) - 79,414 5 56,851 4 338,122 21 228,188 14 807,470 51 584,641 36 37,562 2 (24,913) (1) 769,908 49 609,554 37 1,609 - (668) - 134,375 9 625,489 38 131 - 48 - 322 - (134) - 135,793 9 625,003 38 53,520 3 (130) - 6,098 - (2,996) - - - - - 59,618 3 (3,126) - 195,411 12 621,877 38 $ 965,319 61 1,231,431 75 $ 720,443 46 567,534 35 49,465 3 42,020 2 $ 769,908 49 609,554 37 $ 915,854 58 1,189,411 73 49,465 3 42,020 2 $ 965,319 61 1,231,431 75 $ 4.76 3.75 |
|---|---|---|---|---|
| Amount $ 1,577,292 853,467 |
Amount 1,638,979 1,040,801 |
|||
723,825 |
46 |
598,178 |
||
47,040 166,258 41,304 (125) |
3 10 3 - |
40,644 156,162 46,289 (1,370) |
||
254,477 |
16 |
241,725 |
||
469,348 |
30 |
356,453 |
||
9,693 225,250 26,884 (3,119) 79,414 |
- 14 2 - 5 |
5,336 177,668 (9,077) (2,590) 56,851 |
||
338,122 |
21 |
228,188 |
||
807,470 37,562 |
51 2 |
584,641 (24,913) |
||
769,908 |
49 |
609,554 |
||
1,609 134,375 131 322 |
- 9 - - |
(668) 625,489 48 (134) |
||
| 135,793 | 9 |
625,003 |
||
53,520 6,098 - |
3 - - |
(130) (2,996) - |
||
| 59,618 | 3 |
(3,126) |
||
195,411 |
12 |
621,877 |
||
$ 965,319 |
61 |
1,231,431 |
||
$ 720,443 49,465 |
46 3 |
567,534 42,020 |
||
$ 769,908 |
49 |
609,554 |
||
$ 915,854 49,465 |
58 3 |
1,189,411 42,020 |
||
$ 965,319 |
61 |
1,231,431 |
||
$ |
4.76 |
|||
| $ | 4.75 | 3.74 |
(Please refer to the attached notes to the consolidated financial statements) Manager: Yichuan Hsu
Chairman: Chihchiang Pai
Chief Accountant: Weiju Hsu
- 19 -
Young Fast Optoelectronics Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
January 1 to December 31, 2024 and 2023
Unit: NTD Thousand
| Balance at January 1, 2023 Earnings allocation and distribution: Provision for legal reserve Common stock cash dividend Changes in other capital reserve: Changes in equity of investment in associates and joint ventures accounted for using equity method Cash dividends from capital reserve Net profit for the period Other comprehensive income, net of tax, for the period Total comprehensive income for the period Reduction in non-controlling interests Balance at December 31, 2023 Earnings allocation and distribution: Provision for legal reserve Common stock cash dividend Changes in other capital reserve: Cash dividends from capital reserve Net profit for the period Other comprehensive income, net of tax, for the period Total comprehensive income for the period Reduction in non-controlling interests Balance at December 31, 2024 |
Equity attributable to owners of parent | Equity attributable to owners of parent | Equity attributable to owners of parent | Equity attributable to owners of parent | Equity attributable to owners of parent | Non- controlling interests Total equity 61,321 5,652,654 - - - (151,328) - 8 - (75,664) 42,020 609,554 - 621,877 42,020 1,231,431 (19,635) (19,635) 83,706 6,637,466 - - - (226,992) - (75,663) 49,465 769,908 - 195,411 49,465 965,319 (49,087) (49,087) 84,084 7,251,043 |
||
|---|---|---|---|---|---|---|---|---|
| Share capital from common stock |
Capital reserve |
Retained earnings | Total other equity interest Exchange differences on translation of foreign financial statements Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Total equity attributable to owners of parent Total |
|||||
| Legal reserve | Undistributed surplus earnings |
Total | ||||||
| $ 1,513,276 - - - - - - |
2,001,516 - 8 (75,664) - - |
71,324 41,836 - - - - - |
817,484 (41,836) (151,328) - - 567,534 (486) |
888,808 - (151,328) - - 567,534 (486) |
13,527 1,174,206 - - - - - - - - - - (3,126) 625,489 |
1,187,733 5,591,333 - - - (151,328) - 8 - (75,664) - 567,534 622,363 621,877 |
||
| - | - | - | 567,048 |
567,048 |
(3,126) 625,489 |
622,363 1,189,411 |
42,020 |
|
| - | - | - | - |
- |
- - |
- - |
||
| 1,513,276 - - - - - |
1,925,860 - - (75,663) - - |
113,160 56,705 - - - - |
1,191,368 (56,705) (226,992) - 720,443 1,418 |
1,304,528 - (226,992) - 720,443 1,418 |
10,401 1,799,695 - - - - - - - - 59,618 134,375 |
1,810,096 6,553,760 - - - (226,992) - (75,663) - 720,443 193,993 195,411 |
||
| - | - | - | 721,861 |
721,861 |
59,618 134,375 |
193,993 915,854 |
||
| - | - | - | - |
- |
- - |
- - |
||
| $ 1,513,276 |
1,850,197 |
169,865 |
1,629,532 |
1,799,397 |
70,019 1,934,070 |
2,004,089 7,166,959 |
(Please refer to the attached notes to the consolidated financial statements) Manager: Yichuan Hsu
Chairman: Chihchiang Pai
Chief Accountant: Weiju Hsu
- 20 -
Young Fast Optoelectronics Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
January 1 to December 31, 2024 and 2023
Unit: NTD Thousand
| Cash flows from operating activities: Net profit before tax for the current period Adjustments: Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Expected credit loss Loss (gain) on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of associates accounted for using equity method Proceeds from disposal of property, plant and equipment Losses on disposals of investment property Total income and expense items Changes in operating assets and liabilities: Changes in operating assets, net: Current Financial Assets at Fair Value through Profit or Loss Notes receivable Notes receivable,related parties Accounts receivable (including related parties) Other receivables (including related parties) Inventory Other current assets Total changes in operating assets, net Changes in operating liabilities, net: Contract liabilities Notes payable Accounts payable (including related parties) Other payables Provisions Other current liabilities Non-current net defined benefit liability Decrease in other operating liabilities Net changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Interest paid Payment of income tax Net cash inflow from operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquired financial assets measured at amortized cost Disposal of financial assets at amortised cost Acquisition of property, plant and equipment Disposal of property, plant and equipment Increase in refundable deposits Acquisition of Intangible assets Acquisition of Investment real estate Other non-current assets Decrease (increase) in prepaid equipment Dividends received Net cash flows (used in) from investing activities Cash flows from (used in) financing activities: Increase in long-term borrowings Increase (decrease) in deposits received Payment of lease liabilities Payment of cash dividends Change in non-controlling interests Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents for the period Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2024 2023 $ 807,470 $ 584,641 130,510 120,797 1,792 1,510 (125) (1,370) (45,768) (13,377) 3,119 2,590 (9,693) (5,336) (129,430) (100,008) (79,414) (56,851) 534 269 319 762 |
|---|---|
| (128,156) (51,014) |
|
(99,608) (39,277) 98,344 (170,160) (34,821) 145,656 (70,074) (6,591) (2,931) (60,107) (5,601) (15,647) (1,158) |
|
27,226 (289,201) |
|
(2,772) (687) - (546) (12,069) 27,089 14,254 53,317 (21,035) 58,542 (5,085) 2,589 74 (61) |
|
(26,633) 140,243 |
|
593 (148,958) |
|
(127,563) (199,972) |
|
679,907 384,669 9,693 5,336 (3,119) (2,590) (48,547) (26,961) |
|
637,934 360,454 |
|
(47,758) (221,684) (133,011) - - 70,710 (68,926) (38,478) 1,991 1,175 220 (71) (610) - - (6,914) 4,082 (3,472) (1,378) (40,078) 173,871 132,329 |
|
(71,519) (106,483) |
|
35,000 - 5,918 325 (18,013) (17,643) (302,655) (226,992) (49,087) (19,635) |
|
(328,837) (263,945) |
|
13,411 (1,368) |
|
250,989 (11,342) 535,160 546,502 |
|
$ 786,149 535,160 |
(Please refer to the attached notes to the consolidated financial statements) Manager: Yichuan Hsu
Chairman: Chihchiang Pai
Chief Accountant: Weiju Hsu
- 21 -
Auditing Report of the Certified Accountants
To the Board of Directors of Young Fast Optoelectronics Co., Ltd.:
Audit Opinion
We have completed our review of Young Fast Optoelectronics Co. Balance Sheet for December 31, 2024 and 2023; and Statements of Comprehensive Income, Statements of Changes in Equity, Statements of Cash Flows, and Notes to the Parent Company Only Financial Statements (including a summary of significant accounting policies) for January 1 through December 31, 2024 and 2023.
In our opinion, the aforementioned parent company only financial statements in all material respects are in compliance with Regulations Governing the Preparation of Financial Reports by Securities Issuers. They are sufficient to adequately express the financial status of Young Fast Optoelectronics Co. as of December 31, 2024 and 2023 its financial performance and cash flows from January 1 through December 31, 2024 and 2023.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Young Fast Optoelectronics Co., Ltd. in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. 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 2024 parent company only financial statements of Young Fast Optoelectronics Co., Ltd. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our judgment, revenue recognition constitutes a key audit matter to be communicated in the audit report.
For details of accounting policies regarding revenue recognition, please refer to Note 4 (16) of the parent company only financial statements on Recognition of Revenue; for details of revenue related disclosures, please refer to Note 6 (20) the parent company only financial statements.
- 22 -
Explanation of Key Audit Matters:
Sales revenue of Young Fast Optoelectronics Co., Ltd. stands as the primary indicator for investors and management in evaluating its financial or business performance. Moreover, as a listed company, Young Fast Optoelectronics Co., Ltd. is highly regarded by the investing public. Therefore, we identify revenue recognition as an important item in the audit of current year financial statements.
Corresponding Audit Procedures:
Our main audit procedures regarding the above key audit matters include:
-
Testing the effectiveness of internal control design and implementation related to revenue recognition.
-
Conducting trend analysis for the top ten customers in terms of sales, including a comparison of the customer list and sales revenue amounts between the current period and the most recent period and the same period of last year to assess whether there are any significant abnormalities. If there are major changes, the causes are identified and analyzed.
-
Sampling and checking sales transactions of the whole year to evaluate the authenticity of sales transactions, the correctness of the recognized amounts of sales revenue, and the reasonableness of the time of accounting.
-
Testing a sample of sales transactions in the period before and after the end of the year to assess whether the timing of revenue recognition is appropriate.
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 requirements of 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 ability to continue as a going concern of Young Fast Optoelectronics Co., Ltd., disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Young Fast Optoelectronics Co., Ltd. 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 financial reporting process of Young Fast Optoelectronics Co., Ltd.
- 23 -
Auditor’s 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 auditor’s 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following tasks:
-
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 internal control of Young Fast Optoelectronics Co., Ltd.
-
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 ability to continue as a going concern of Young Fast Optoelectronics Co., Ltd. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's 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 auditor's report. However, future events or conditions may cause Young Fast Optoelectronics Co., Ltd. to cease to continue as a going concern.
-
24 -
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on these parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion regarding Young Fast Optoelectronics Co., Ltd.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2024 parent company only financial statements of Young Fast Optoelectronics Co., Ltd. and are therefore the key audit matters. We describe these matters in our auditor’s 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
KPMG Taiwan CERTIFIED PUBLIC ACCOUNTANTS Republic of China February 27, 2025
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Young Fast Optoelectronics Co., Ltd.
Balance sheet
December 31, 2024 and 2023
Unit: NTD Thousand
| Assets 11xx Current Assets: 1100 Cash and cash equivalents (Notes 6 (1)) 1110 Current financial assets at fair value through profit or loss (Note 6 (2)) 1120 Current financial assets at fair value through other comprehensive income (Note 6 (3)) 1136 Current financial assets at amortised cost (Note 6 (4)) 1150 Notes receivable, net (Note 6 (5) and (20)) 1160 Notes receivable, related parties (Note 6 (5), (20) and 7) 1170 Accounts receivable, net (Note 6 (5) and (20)) 1180 Accounts receivable due from related parties (Notes 6 (5), (20) and 7) 1200 Other receivables (Note 6 (5) and(6)) 1210 Other receivables due from related parties, net (Note 6 (6) and 7) 130X Inventory (Notes 6 (7) , 7 and 9) 1470 Other current assets Total current assets 15xx Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income (Note 6 (3)) 1550 Investments accounted for using equity method, net (Note 6 (8)) 1600 Property, plant and equipment (Notes 6 (9), (13) , 8 and 9) 1755 Right of use assets (Notes 6 (10), (14) and 7) 1760 Investment real estate, net (Note 6 (11)) 1780 Intangible assets (Note 6 (12)) 1840 Deferred tax assets (Note 6 (17)) 1915 Prepaid equipment(Note 6 (9) and (12)) 1990 Other non-current assets (Note 6 (5),(6) and (20)) Total non-current assets 1xxx Total assets |
2024.12.31 Amount % $ 606,787 8 273,000 2 3,848,300 49 59,013 1 146,388 2 34,821 - 42,399 1 3,167 - 9,097 - 90 - 244,188 3 25,310 - 5,292,560 67 532,531 7 1,401,629 18 461,091 6 29,779 - 75,827 1 4,551 - 94,735 1 294 - 32,036 - |
2024.12.31 Amount % $ 606,787 8 273,000 2 3,848,300 49 59,013 1 146,388 2 34,821 - 42,399 1 3,167 - 9,097 - 90 - 244,188 3 25,310 - 5,292,560 67 532,531 7 1,401,629 18 461,091 6 29,779 - 75,827 1 4,551 - 94,735 1 294 - 32,036 - |
2023.12.31 Amount % 350,074 5 127,624 2 3,831,917 52 - - 253,646 3 - - 137,739 2 53,540 1 7,192 - 4,562 - 196,081 3 8,792 - 4,971,167 68 366,781 5 1,302,677 18 416,179 6 44,668 1 76,007 1 4,284 - 90,476 1 32,142 - 30,126 - 2,363,340 32 7,334,507 100 Liabilities and Equity 21xx Current liabilities: 2130 Current contract liabilities (Note 6 (20)) 2170 Accounts payable 2180 Accounts payable, related parties (Note 7) 2200 Other payables (Note 6 (21) and 7) 2230 Current tax liabilities 2250 Current provisions (Note 6 (15)) 2282 Lease liabilities -Related parties (Notes 6 (14) and 7)2399 Other current liabilities Total current liabilities 25xx Non-current liabilities: 2540 Long-term borrowings (Notes 6 (9), (13) and 8) 2551 Provision for employee benefit liabilities, non-current (Note 6 (16)) 2552 Provision for long-term liabilities for warranties (Note 6 (15)) 2556 Provision for long-term liabilities for decommissioning, rehabilitation, and restoration costs (Note 6 (15)) 2570 Deferred tax liabilities (Note 6 (17)) 2582 Lease liabilities -Related parties (Notes 6 (14) and 7)2670 Other non-current liabilities Total non-current liabilities 2xxx Total liabilities 31xx Equity (Note 6 (8), (16), (17), and (18)): 3110 Share capital from common stock 3200 Capital reserve Retained earnings: 3310 Legal reserve 3350 Undistributed surplus earnings Total retained earnings 3400 Other equity interest 3xxx Total Equity 2-3xxxTotal liabilities and equity |
2024.12.31 Amount % 2,120 - 98,840 1 177,745 2 218,383 3 12,050 - 22,918 1 15,055 - 580 - |
2024.12.31 Amount % 2,120 - 98,840 1 177,745 2 218,383 3 12,050 - 22,918 1 15,055 - 580 - |
2023.12.31 Amount % 4,892 - 103,627 1 207,817 3 206,989 3 10,788 - 33,226 1 14,860 - 4,907 - 587,106 8 - - 5,944 - 90,491 1 4,102 - 881 - 30,307 1 61,916 1 193,641 3 780,747 11 1,513,276 21 1,925,860 26 113,160 1 1,191,368 16 1,304,528 17 1,810,096 25 6,553,760 89 7,334,507 100 |
|---|---|---|---|---|---|---|
| Amount | ||||||
| 2,120 98,840 177,745 218,383 12,050 22,918 15,055 580 |
||||||
| 547,691 | 7 |
|||||
35,000 4,409 84,917 4,102 126 15,252 66,577 |
1 - 1 - - - 1 |
|||||
7 18 6 - 1 - 1 - - |
||||||
210,383 |
3 |
|||||
758,074 |
10 |
|||||
1,513,276 19 |
||||||
1,850,197 23 |
||||||
169,865 2 1,629,532 21 |
||||||
2,632,473 |
33 |
|||||
1,799,397 23 |
||||||
2,004,089 25 |
||||||
7,166,959 90 |
||||||
| $ 7,925,033 100 |
$ 7,925,033 100 |
(For details, please refer to the attached notes to the parent company only financial statements) Manager: Yichuan Hsu
Chairman: Chihchiang Pai
Chief Accountant: Weiju Hsu
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Young Fast Optoelectronics Co., Ltd.
Statement of Comprehensive Income
January 1 to December 31, 2024 and 2023
| Young Fast Optoelectronics Co., Ltd. Statement of Comprehensive Income January 1 to December 31, 2024 and 2023 |
|||
|---|---|---|---|
| 4000 Operating revenue (Note 6 (20) and 7) 5000 Operating costs (Notes 6 (7),(9), (10), (12), (14) , (15), (16) , 7, and 12) 5900 Operating margin 6000 Operating expenses (Notes 6 (5), (6), (9), (10), (12), (14), (16), (21) ,7 and 12): 6100 Marketing expenses 6200 Management expenses 6300 Research and development expenses 6450 Expected credit loss Total operating expenses 6900 Net operating profit 7000 Non-operating revenue and expenses (Notes 6 (2), (8), (9), (11), (14), (22), 7 and 12): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit or loss of subsidiaries and affiliates accounted for using the equity method Total non-operating revenue and expenses 7900 Net profit from continuing operations before tax 7950 Less: Income tax expense (benefit) (Note 6 (17)) 8200 Net profit for the period 8300 Other comprehensive income (Note 6 (8), (16), (17), and (18)): 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plan 8316 Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive profits and losses of subsidiaries, affiliates, and joint ventures recognized using the equity method 8349 Less: Income tax related to items that will not be reclassified Total items that will not be reclassified to profit or loss 8360 Items that may subsequently be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8380 Share of other comprehensive profits and losses of subsidiaries, affiliates, and joint ventures recognized using the equity method 8399 Less: Income tax related to items that may be reclassified Total items that may subsequently be reclassified to profit or loss 8300 Other comprehensive income, net of tax, for the period 8500 Total comprehensive income for the period 9710 Earnings per share (Unit: NTD) (Note 6 (19)) 9750 Basic earnings per share 9850 Diluted earnings per share |
2024 | Unit: NTD Thousand 2023 % Amount % 100 1,645,557 100 61 1,149,187 70 39 496,370 30 3 35,328 2 8 122,818 7 3 46,289 3 - (1,370) - 14 203,065 12 25 293,305 18 - 3,909 - 9 109,049 6 3 12,115 1 - (693) - 9 101,057 6 21 225,437 13 46 518,742 31 - (48,792) (3) 46 567,534 34 - (668) - 9 625,489 38 - 48 - - (134) - 9 625,003 38 3 (130) - - (2,996) - - - - 3 (3,126) - 12 621,877 38 58 1,189,411 72 4.76 3.75 4.75 3.74 |
|
| Amount $ 1,583,142 966,847 |
Amount 1,645,557 1,149,187 |
||
616,295 |
39 |
496,370 |
|
43,148 133,828 41,316 (125) |
3 8 3 - |
35,328 122,818 46,289 (1,370) |
|
218,167 |
14 |
203,065 |
|
398,128 |
25 |
293,305 |
|
7,061 145,707 43,170 (1,105) 134,729 |
- 9 3 - 9 |
3,909 109,049 12,115 (693) 101,057 |
|
329,562 |
21 |
225,437 |
|
727,690 7,247 |
46 - |
518,742 (48,792) |
|
720,443 |
46 |
567,534 |
|
1,609 134,375 131 322 |
- 9 - - |
(668) 625,489 48 (134) |
|
| 135,793 | 9 |
625,003 |
|
53,520 6,098 - |
3 - - |
(130) (2,996) - |
|
| 59,618 | 3 |
(3,126) |
|
195,411 |
12 |
621,877 |
|
$ 915,854 |
58 |
1,189,411 |
|
$ |
4.76 |
||
| $ | 4.75 |
(For details, please refer to the attached notes to the parent company only financial statements) Chairman: Chihchiang Pai Manager: Yichuan Hsu
- 27 -
Young Fast Optoelectronics Co., Ltd. Statement of Changes in Equity
January 1 to December 31, 2024 and 2023
Unit: NTD Thousand
| Balance at January 1, 2023 Earnings allocation and distribution: Provision for legal reserve Common stock cash dividend Changes in other capital reserve: Changes in equity of investment in associates and joint ventures accounted for using equity method Cash dividends from capital reserve Net profit for the period Other comprehensive income, net of tax, for the period Total comprehensive income for the period Balance at December 31, 2023 Earnings allocation and distribution: Provision for legal reserve Common stock cash dividend Changes in other capital reserve: Cash dividends from capital reserve Net profit for the period Other comprehensive income, net of tax, for the period Total comprehensive income for the period Balance at December 31, 2024 |
Share capital from common stock |
Capital reserve 2,001,516 - - 8 (75,664) - - |
Retained earnings | Total other equity interest Exchange differences on translation of foreign financial statements Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
Total other equity interest Exchange differences on translation of foreign financial statements Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
Total equity 5,591,333 - (151,328) 8 (75,664) 567,534 621,877 1,189,411 6,553,760 - (226,992) (75,663) 720,443 195,411 915,854 7,166,959 |
|||
|---|---|---|---|---|---|---|---|---|---|
| Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
Total | ||||||||
| Legal reserve | Undistributed surplus earnings 817,484 (41,836) (151,328) - - 567,534 (486) 567,048 1,191,368 (56,705) (226,992) - 720,443 1,418 721,861 1,629,532 |
Total 888,808 - (151,328) - - 567,534 (486) 567,048 1,304,528 - (226,992) - 720,443 1,418 721,861 1,799,397 |
|||||||
| $ 1,513,276 - - - - - - - 1,513,276 - - - - - - $ 1,513,276 |
71,324 41,836 - - - - - - 113,160 56,705 - - - - - 169,865 |
13,527 - - - - - (3,126) (3,126) 10,401 - - - - 59,618 59,618 70,019 |
1,174,206 - - - - - 625,489 625,489 1,799,695 - - - - 134,375 134,375 1,934,070 |
1,187,733 - - - - - 622,363 622,363 1,810,096 - - - - 193,993 193,993 2,004,089 |
|||||
| - | |||||||||
| 1,925,860 - - (75,663) - - |
|||||||||
| - | |||||||||
| 1,850,197 |
(For details, please refer to the attached notes to the parent company only financial statements) Manager: Yichuan Hsu
Chairman: Chihchiang Pai
Chief Accountant: Weiju Hsu
- 28 -
Young Fast Optoelectronics Co., Ltd.
Statement of Cash Flows
January 1 to December 31, 2024 and 2023
| Young Fast Optoelectronics Co., Ltd. Statement of Cash Flows January 1 to December 31, 2024 and 2023 |
||
|---|---|---|
| Cash flows from operating activities: Profit (loss) before tax for the current period Adjustments: Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Expected credit loss Loss (gain) on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Profit from subsidiaries and affiliates accounted for using the equity method Proceeds from disposal of property, plant and equipment Total income and expense items Changes in operating assets and liabilities: Changes in operating assets, net: Current Financial Assets at Fair Value through Profit or Loss Notes receivable Notes receivable related parties Accounts receivable (including related parties) Other receivables (including related parties) Inventory Other current assets Total changes in operating assets, net Changes in operating liabilities, net: Contract liabilities Notes payable Accounts payable (including related parties) Other payables Provisions Other current liabilities Non-current net defined benefit liability Decrease in other operating liabilities Net changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Interest paid Payment of income tax Net cash inflow from operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortised cost Disposal of financial assets at amortised cost Acquisition of property, plant and equipment Disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Other non-current assets Increase in refundable deposits Increase in prepaid equipment Dividends received Net cash inflow (outflow) from investing activities Cash flows from (used in) financing activities: Increase in long-term borrowings Increase in deposits received Payment of lease liabilities Decrease in other non-current liabilities Payment of cash dividends Net cash flows used in financing activities Net decrease in cash and cash equivalents for the period Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
Unit: NTD Thousand 2024 2023 $ 727,649 518,742 45,483 44,278 863 888 (125) (1,370) (45,768) (13,377) 1,105 693 (7,061) (3,909) (129,430) (100,008) (134,729) (101,057) (895) (1,175) (270,557) (175,037) (99,608) (39,277) 98,344 (170,160) (34,821) - 146,690 (71,851) 2,567 (7,763) (48,107) (27,595) (16,518) (4,454) 48,547 (321,100) (2,772) (687) - (546) (34,859) 88,417 17,430 48,078 (15,882) 37,513 (4,327) 3,549 74 (61) (40,336) 176,263 8,211 (144,837) (262,346) (319,874) 465,344 198,868 7,061 3,909 (1,105) (693) (11,321) (6,699) 459,979 195,385 (47,758) (221,684) (59,013) - - 30,710 (50,088) (6,651) 1,243 1,175 257 (113) (610) - 5,895 (3,472) (294) (31,622) 224,956 152,763 74,588 (78,894) 35,000 - 509 213 (14,860) (14,597) 4,152 (9) (302,655) (226,992) (277,854) (241,385) 256,713 (124,894) 350,074 474,968 $ 606,787 350,074 |
|
| $ 727,649 45,483 863 (125) (45,768) 1,105 (7,061) (129,430) (134,729) (895) (270,557) (99,608) 98,344 (34,821) 146,690 2,567 (48,107) (16,518) 48,547 (2,772) - (34,859) 17,430 (15,882) (4,327) 74 (40,336) 8,211 (262,346) 465,344 7,061 (1,105) (11,321) 459,979 (47,758) (59,013) - (50,088) 1,243 257 (610) 5,895 (294) 224,956 74,588 35,000 509 (14,860) 4,152 (302,655) (277,854) 256,713 350,074 $ 606,787 |
||
(175,037) |
||
(39,277) (170,160) - (71,851) (7,763) (27,595) (4,454) |
||
(321,100) |
||
(687) (546) 88,417 48,078 37,513 3,549 (61) |
||
176,263 |
||
(144,837) |
||
(319,874) |
||
198,868 3,909 (693) (6,699) |
||
195,385 |
||
(221,684) - 30,710 (6,651) 1,175 (113) - (3,472) (31,622) 152,763 |
||
(78,894) |
||
- 213 (14,597) (9) (226,992) |
||
(241,385) |
||
(124,894) 474,968 |
||
350,074 |
(For details, please refer to the attached notes to the parent company only financial statements) Chairman: Chihchiang Pai Manager: Yichuan Hsu
Chief Accountant: Weiju Hsu
- 29 -
| Attachment 6 | |
|---|---|
| Young Fast Optoelectronics Co., Ltd. | |
| Earnings Distribution Statement | |
| Year 2024 | |
| UNIT: NT$ | |
| NOTES | AMOUNT |
| Unappropriated retained earnings, beginning of period |
907,671,270 |
| Add: Remeasurements of the defined benefit plan | 1,417,687 |
| Add: Reversal of appropriated retained earnings | 720,443,309 |
| Less: Provision for legal reserve(10%) | (72,186,100) |
| Net profits for the period | 1,557,346,166 |
| Distribution items: | |
| Shareholder cash dividends(NTD1.5/per share) |
(226,991,400) |
| Unappropriated retained earnings, end of period |
1,330,354,766 |
| Chairperson: Chihchiang Pai Officer: Yichuan Hsu Accounting officer: Weiju Hsu |
- 30 -
Attachment 7
Young Fast Optoelectronics Co., Ltd.
Comparison of the previous and the amended “Article of Incorporation”
Content Amendment basis and Provisions before amendment Provisions after amendment reason Article 24: Article 24: In response to If the Company makes a profit during the If the Company makes a profit during the amendmants year (i.e., pre-tax profit before deducting year (i.e., pre-tax profit before deducting to laws and the remuneration of employees and of the remuneration of employees and of regulations directors and supervisors), no less than 2% directors and supervisors), no less than 2% and the of the current year's profit shall be allocated of the current year's profit shall be company's for employee remuneration and no more allocated for employee remuneration, of operational than 1.5% shall be allocated to which no less than 25% should be allocated needs remuneration of directors and supervisors. to lower-level employees for salary However, when the Company still has adjustment or remuneration distribution, accumulated losses, it should reserve the and no more than 1.5% shall be allocated compensation amount in advance. In to remuneration of directors and addition, employee remuneration can be supervisors. However, when the Company paid in stock or cash, and the recipients still has accumulated losses, it should may include employees of controlling or reserve the compensation amount in affiliated companies who meet certain advance. In addition, employee conditions. remuneration can be paid in stock or cash, and the recipients may include employees of controlling or affiliated companies who meet certain conditions. Artilce 27: This Article was established on July 22, Artilce 27: This Article was established on July 22, Add the date 2002. 2002. and number of The 1st amendment was made on May 2, 2003. The 1st amendment was made on May 2, 2003. amendment. The 2nd amendment was made on July 15, 2003. The 2nd amendment was made on July 15, 2003. The 3rd amendment was made on Feb. 6, 2006. The 3rd amendment was made on Feb. 6, 2006. The 4th amendment was made on June 21, 2006. The 4th amendment was made on June 21, 2006. The 5th amendment was made on Nov. 23, 2007. The 5th amendment was made on Nov. 23, 2007. The 6th amendment was made on May 30, 2008. The 6th amendment was made on May 30, 2008. The 7th amendment was made on Apr. 15, 2009. The 7th amendment was made on Apr. 15, 2009. The 8th amendment was made on Apr 30, 2010. The 8th amendment was made on Apr 30, 2010. The 9th amendment was made on June 21, 2012. The 9th amendment was made on June 21, 2012. The 10th amendment was made on June 13, 2016. The 10th amendment was made on June 13, 2016. The 11th amendment was made on June 14, 2017. The 11th amendment was made on June 14, 2017. The 12th amendment was made on June 19, 2019. The 12th amendment was made on June 19, 2019. The 13th amendment was made on June 30, 2020. The 13th amendment was made on June 30, 2020. The 14th amendment was made on June 29, 2022. The 14th amendment was made on June 29, 2022. The 15th amendment was made on May 31, 2023. The 15th amendment was made on May 31, 2023. The 16th amendment was made on May 23, 2025
- 31 -
Attachment 8
Young Fast Optoelectronics Co., Ltd.
The list of candidates for Independent Director was nominated by the Board of Directors
In accordance with Article 192-1 of the Company Law, the list of candidates for directors is as follows:
| Candidate | Name | Major educations and experiences | Current position | Number of shares |
|---|---|---|---|---|
| Independent Director |
Chihyung Chin | Master of Accounting, Case Western Reserve University, USA |
Director of Leading Change International CPA Firm Member of Valuation and Forensic Accounting Committee of The National Federation of CPA Associations of the R.O.C. Member of Tax Regulations and Tax Affairs Committee of Taipei CPA Associations Independent Director, Lumosa Therapeutics Co., Ltd. Independent Director, Patec Precision Industry Co., Ltd. Independent Director, Space Shuttle Hi-Tech Co., Ltd. |
0 |
- 32 -
Attachment 9
Young Fast Optoelectronics Co., Ltd.
Article of Incorporation
Procedures for Election Directors
-
Article 1 To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
-
Article 2 Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
-
Article 3 The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
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Basic requirements and values: Gender, age, nationality, and culture.
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Professional knowledge and skills:A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
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The ability to make judgments about operations.
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Accounting and financial analysis ability.
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Business management ability.
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Crisis management ability.
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Knowledge of the industry.
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An international market perspective.
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Leadership ability.
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Decision-making ability.
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
The board of directors of this Corporation shall consider adjusting its composition based on the results of performance evaluation.
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Article 4 The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance BestPractice Principles for TWSE/GTSM Listed Companies. Article 5 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. When the number of directors falls below the provisions of the articles of the company due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
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When the number of independent directors falls below that required under of the Securities and Exchange Act or relevant laws and regulations, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
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Article 6 The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
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Article 7 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 8 The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and nonindependent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective
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numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
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Article 9 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
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Article 10 A ballot is invalid under any of the following circumstances:
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The ballot was not prepared by a person with the right to convene.
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A blank ballot is placed in the ballot box.
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The writing is unclear and indecipherable or has been altered.
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The candidate whose name is entered in the ballot does not conform to the director candidate list.
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Other words or marks are entered in addition to the number of voting rights allotted.
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Article 11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
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The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel 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.
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Article 12 The board of directors of this Corporation shall issue notifications to the persons elected as directors.
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Article 13 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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Article 14 This Procedures was established on May. 30, 2008. The 1st amendment was made on Jun. 15, 2011. The 2nd amendment was made on Jun. 18, 2015. The 3rd amendment was made on Aug. 3, 2021.
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Attachment 12
Young Fast Optoelectronics Co., Ltd.
List of Independent Director who intend to release from the non-
compete restriction
| Title | Name | Company in which the individual is concurrentlyserving |
Position held |
|---|---|---|---|
| Independent Director |
Chihyung Chin | Leading Change International CPA Firm | Director |
| Valuation and Forensic Accounting Committee of The National Federation of CPA Associations of the R.O.C. |
Committee Member | ||
| Tax Regulations and Tax Affairs Committee of Taipei CPA Associations |
Committee Member | ||
| Lumosa Therapeutics Co., Ltd. | Independent Director | ||
| Patec Precision Industry Co., Ltd. | Independent Director | ||
| Space Shuttle Hi-Tech Co., Ltd. | Independent Director |
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Appendix 1
Young Fast Optoelectronics Co., Ltd.
Article of Incorporation
Chapter 1 General principles
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Article 1: The Company is organized in accordance with the provisions of the Company Act and is named Young Fast Optoelectronics Co., Ltd.
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Article 2: The Company’s scope of business is as follows:
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CB01010 Mechanical Equipment Manufacturing
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2.CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
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3.CC01020 Electric Wires and Cables Manufacturing
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CC01070 Wireless Communication Mechanical Equipment Manufacturing
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CC01080 Electronics Components Manufacturing
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E603010 Cable Installation Engineering
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E604010 Machinery Installation
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F113010 Wholesale of Machinery
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9.F113020 Wholesale of Electrical Appliances
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F106010 Wholesale of Hardware
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F206010 Retail Sale of Hardware
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F213010 Retail Sale of Electrical Appliances
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F213060 Retail Sale of Telecommunication Apparatus
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F213080 Retail Sale of Machinery and Tools
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F401010 International Trade
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CC01110 Computer and Peripheral Equipment Manufacturing
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CC01120 Data Storage Media Manufacturing and Duplicating
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F119010 Wholesale of Electronic Materials
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F219010 Retail Sale of Electronic Materials
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E603050 Automatic Control Equipment Engineering
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D101060 Self-Usage Power Generation Equipment Utilizing Renewable
Energy Industry.
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ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 3: The total reinvestment of the Company is not subject to the restriction that it may not exceed 40% of the Company's paid-in capital as stipulated in Article 13 of the Company Act. The Company can provide guarantee externally.
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Article 4: The Company has its head office in Taoyuan City. When necessary, branches may be
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established domestically and abroad by the resolution of the Board of Directors.
- Article 5: The Company’s announcement method shall be handled in accordance with Article 28 of the Company Act.
Chapter 2 Shares
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Article 6: The total capital of the Company is set at NT$2,000 million, divided into NT$200 million shares, each with a denomination of NT$10, issued in installments, and unissued shares are subject to actual needs by resolution of the Board of Directors.
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6 million shares of the total capital in the first paragraph are reserved for the issuance of stock option certificates.
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Article 7: The shares issued by the Company may be exempted from printing stocks in accordance with the Company Act, but the shares should be registered with the centralized securities depository institution. If the Company prints stocks, the stocks are all registered, signed or sealed by the directors representing the Company, and issued after obtaining a certification from a bank permitted by law for issuance and certification of stocks.
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Article 8: Unless otherwise required by laws and regulations, the handling of the Company's stock affairs shall be in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies”.
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Article 9: The changes to the Company's shareholder roster shall cease within 30 days before a regular shareholder meeting, within 15 days before a special shareholder meeting, or within 5 days before the base date when the Company decides to distribute dividends and bonuses or other benefits.
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After public offering, the changes to the Company's shareholder roster shall cease within 60 days before a regular shareholder meeting, within 30 days before a special shareholder meeting, or within 5 days before the base date when the Company decides to distribute dividends and bonuses or other benefits.
Chapter 3 shareholder meeting
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Article 10: There are two types of shareholder meeting: regular and special. The regular meeting is held once a year and shall be convened by the Board of Directors in accordance with the law within six months after the end of each fiscal year. A special meeting can be convened according to the law when necessary; shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
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Article 11: A shareholder that will be absent at the meeting for a particular reason may appoint a proxy to attend the meeting by filling up the proxy form issued by this Company and stating the scope of the proxy’s authorization. Except as provided by Article 177 of the Company Act, shareholder proxy attendance measures shall in all cases be handled in accordance with the regulations stipulated by the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies."
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Article 12: Shareholders of the Company shall have one voting right per share unless otherwise provided by laws and regulations. However, no voting rights are provided if the Company is subject to the circumstances stipulated in Article 179 of the Company Act.
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Article 13: Unless otherwise required by the Company Act, a resolution in a shareholder meeting should be made with the presence of shareholders representing a majority of the total number of outstanding shares and with the consent of a majority of the voting rights of the shareholders present. In accordance with the regulations of the competent authority, the shareholders of the Company may also exercise their voting rights in writing or electronically. Shareholders who exercise their voting rights in writing or electronically are considered to be present in person, and their relevant matters shall be handled in accordance with the provisions of laws and regulations.
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Article 14: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.
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The meeting minutes may be produced and distributed in electronic form.
- If the Company has a proposal to cancel a public offering in the future, this should be mentioned as a matter for resolution of the Shareholders' meeting and this provision will not be changed during the period of listing or future period of listing on the main board (over-the-counter market, emerging market board).
Chapter 4 Directors and Supervisor
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Article 15: The Company is to have between nine and eleven directors. The Board of Directors shall determine the number of candidates to be elected within this range and shall adopt a candidate nomination system. The list of candidates for directors shall be selected by the Shareholders' Meeting in accordance with Article 198 of the Company Act for a term of three years and a re-election may be allowed.
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The total shareholding ratio of all directors selected in accordance with the preceding paragraph shall be in accordance with the regulations of the securities regulatory authority.
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From the seventh session of the Company (with comprehensive re-election in 2020), an Audit Committee has been established in accordance with Article 14-4 of the Securities and Exchange Act. Comprising all independent directors, the members of the Audit Committee shall not be less than three and the exercise of their powers and related matters shall be handled in accordance with the relevant regulations of the securities regulatory authority. The positions of supervisors were abolished on the date of the establishment of the Audit Committee, with such to be applicable when their terms of office expired in 2020.
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Article 16: After a public offering of the Company, among the above-mentioned number of directors,
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the number of independent directors shall not be less than three and shall not be less than one-fifth of the number of directors. In addition, a candidate nomination system is adopted and the Shareholders' Meeting shall select them from the list of candidates for independent directors. Regarding independent directors' professional qualifications, shareholdings, part-time restrictions, nomination and selection methods and other compliance matters, they shall be handled in accordance with the relevant regulations of the securities regulatory authority.
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Article 17: The board meeting is organized by directors and a chairperson shall be elected to represent the Company externally from among the directors by a majority vote at a meeting attended by more than two-thirds of the directors
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Article 18: The convening of the Board of Directors shall be handled in accordance with Article 204 of the Company Act and the convening notice can be delivered in person, by post, by email or by fax. Except where otherwise provided by the laws and regulations, the passage of a proposal at a Board meeting shall require the approval of a majority of the directors in attendance at a Board of Directors meeting attended by a majority of all directors. When a director fails to attend the Board of Directors’ meeting in person, another director may be appointed to attend the Board of Directors as a proxy in accordance with the provisions of Article 205 of the Company Act. A director who appoints another director to attend a board meeting shall in each instance shall file a proxy form stating the scope of authorization with respect to the reasons for convening the meeting.
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If the Board of Directors uses a video conference when meeting, the directors who participate in the conference by video shall be deemed to be present in person.
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Article19: The Company may purchase liability insurance for the directors and supervisors during their term of office for the scope of business performed by the directors and supervisors.
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Article20: If the chairperson asks for leave or is unable to exercise the powers of office for some reason, his or her proxy shall handle affairs in accordance with Article 208 of the Company Act.
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Article 21: With respect to the remuneration expenses of directors and supervisors of the Company, the Board of Directors is authorized to make decisions based on a director’s or supervisor’s degree of participation and contribution to the operations of the Company and on the agreed expenditures in line with the standard levels in the industry. Regarding the remuneration of independent directors, a reasonable remuneration different from that of non-independent directors may be determined.
Chapter 5 Managerial officer
- Article 22: The Company may have a number of managerial officers whose appointment, dismissal and remuneration are governed by Article 29 of the Company Act.
Chapter 6 Accounting
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Article 23: The final accounts shall be processed at the end of the year. The Board of Directors shall
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40 -
prepare (i) business report (ii)financial statements (iii)earnings distribution or loss offsetting proposal, present it to the shareholder meeting for ratification.
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Article 24: If the Company makes a profit during the year (i.e., pre-tax profit before deducting the remuneration of employees and of directors and supervisors), no less than 2% of the current year's profit shall be allocated for employee remuneration and no more than 1.5% shall be allocated to remuneration of directors and supervisors. However, when the Company still has accumulated losses, it should reserve the compensation amount in advance. In addition, employee remuneration can be paid in stock or cash, and the recipients may include employees of controlling or affiliated companies who meet certain conditions.
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Article 24-1: If a surplus exists in the Company's yearly final accounts, taxes should first be paid to offset any prior deficits and 10% of the current surplus is to be set aside as legal reserve. In addition and in accordance with Paragraph 1, Article 41 of the Securities and Exchange Act, for net deductions in other shareholders’ equity incurred in the current year (such as exchange differences on translation of foreign financial statements, unrealized gains and losses of financial assets available for sale, benefits from hedging tools that are used in effective cash flow hedging, accumulated balance of losses, etc.) The same amount of the special reserve shall be set aside but shall not be distributed. Items other than the net profit after tax of the current year are added to the net profit after tax of the current year, and be accounted in the amount of undistributed surplus of the current period to set aside. If there is still a shortage, shall set aside from the undistributed surplus of the previous period. If the amount belongs to the deduction of other shareholders' equity accumulated in the previous period, then it shall be set aside the same amount of the special reserve from the undistributed surplus from the previous period. If there is still a shortage, items other than the net profit after tax of the current period are added to the net profit after tax, and be accounted in the amount of undistributed surplus of the current year to set aside. If there is a subsequent reversal of the amount of deduction from the shareholders' equity, the reversed portion of the surplus may be distributed.
The dividends policy of the Company aligns with current and future development plans and considers the investment environment, capital needs and domestic and foreign competition and takes into account the interests of shareholders and other factors. No less than 20% of the available surplus shall be allocated to distribute shareholder dividends each year. However, if the cumulative distributable surplus is less than 100% of the paid-in share capital, distribution may not be made.
If all or part of the dividends and bonuses are to be distributed in cash, it shall be authorized by a resolution of the Board of Directors with at least two-thirds votes of the directors present and more than half of the attending directors in agreement and this shall be reported to the shareholders’ meeting.
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Where a company incurs no loss, if all or part of the legal reserve or capital reserve in compliance with Article 241 of the Company Law are to be distributed in cash, it shall be authorized by a resolution of the Board of Directors with at least two-thirds votes of the directors present and more than half of the attending directors in agreement and this shall be reported to the shareholders’ meeting.
- Article 25: The Company shall consider the environment and growth stage of the company, respond to future capital needs and long-term financial planning and meet shareholders’ demand for cash inflows in formulating a surplus distribution plan based on the distributable surplus as stipulated in Article 24 and this shall be submitted to the Shareholders' Meeting for resolution. The total amount of cash dividends shall not be less than 10% of the total amount of dividends issued to shareholders and the maximum shall be 100%.
Chapter 7 Supplementary provisions
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Artilce 26: Matters not covered in this Article of Incorporation shall be handled in accordance with the provisions of the Company Act.
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Artilce 27: This Article was established on July 22, 2002. The 1st amendment was made on May 2, 2003. The 2nd amendment was made on July 15, 2003. The 3rd amendment was made on Feb. 6, 2006. The 4th amendment was made on June 21, 2006. The 5th amendment was made on Nov. 23, 2007. The 6th amendment was made on May 30, 2008. The 7th amendment was made on Apr. 15, 2009. The 8th amendment was made on Apr. 30, 2010. The 9th amendment was made on June 21, 2012. The 10th amendment was made on June 13, 2016. The 11th amendment was made on June 14, 2017. The 12th amendment was made on June 19, 2019. The 13th amendment was made on June 30, 2020. The 14th amendment was made on June 29, 2022. The 15th amendment was made on May 31, 2023.
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Appendix 2
Young Fast Optoelectronics Co., Ltd. Rules of Procedure for Shareholder Meeting
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Article 1: To establish a strong governance system and sound supervisory capabilities for the corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
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Article 2: The rules of procedures for the corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
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Article 3: Unless otherwise provided by law or regulation, the corporation's shareholders meetings shall be convened by the board of directors.
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Unless otherwise stipulated in the Regulations Governing the Administration of Shareholder Services of Public Companies, convening of the Company’s shareholders’ meeting by videoconference shall be specified in the Articles of Incorporation and by a resolution of the Board of Directors. Furthermore, the videoconference of the shareholders’ meeting shall be implemented by a resolution of the Board of Directors with more than two-thirds of the directors in attendance and approved by more than half of the directors present.
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Changes to how the corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
The corporation 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) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, the corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the corporation shall also have prepared the shareholders meeting agenda and
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supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the corporation and the professional shareholder services agent designated thereby.
The corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
-
For physical shareholders meetings, to be distributed on-site at the meeting.
-
For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 436 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motione.
Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders meeting is held, the corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
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Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, the corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the corporation and stating the scope of the proxy's authorization.
-
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 corporation before five days before 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.
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After a proxy form has been delivered to the corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
-
If, after a proxy form is delivered to the corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
-
Article 5: Principles determining the time and place of a shareholders meeting
-
The venue for a shareholders meeting shall be the premises of the corporation, 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 opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the corporation convenes a virtual-only shareholders meeting.
-
Article 6: Preparation of documents such as the attendance book
-
The corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance,
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and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, signin cards, or other certificates of attendance. Thw corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The corporation 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 corporation 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 or supervisors, preprinted ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the corporation two days before the meeting date.
In the event of a virtual shareholders meeting, the corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1:
Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice
To convene a virtual shareholders meeting, the corporation shall include the follow particulars in the shareholders meeting notice:
How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which
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the meeting is postponed or on which the meeting will resume.
Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. With the exception of circumstances specified in Item 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders shall be provided with connection equipment and necessary assistance at a minimum, and specification shall be made of the period during which shareholders can apply to the Company and other related matters requiring attention.
Article 7:
The chair and non-voting participants of a shareholders meeting
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
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
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there are two or more such convening parties, they shall mutually select a chair from among themselves.
The corporation 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: Documentation of a shareholders meeting by audio or video
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The corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Where a shareholders meeting is held online, the corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, the corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
- Article 9: Attendance at shareholders meetings shall be calculated based on numbers 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, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
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 one 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. In the event of a virtual shareholders meeting, the corporation shall also declare the meeting adjourned at the virtual meeting platform.
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 total
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number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the corporation in accordance with Article 6.
When, prior to 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: Discussion of proposals
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, 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.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions 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, call for a vote, and schedule sufficient time for voting.
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Article 11:
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Shareholder speech
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Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content
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shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs I to V do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12: Calculation of voting shares and recusal system
Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13: A shareholder shall be entitled to one vote for each share held, except when the
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shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise 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 rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the corporation avoid the submission of extraordinary motions and amendments to original proposals.
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 corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
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 or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights 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.
Except as otherwise provided in the Company Act and in the corporation's articles of incorporation, the passage 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 attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be
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required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the corporation.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
- Article 14: Election of directors and supervisors
The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel 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.
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Article 15: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair
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of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the corporation.
Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 16: Public disclosure
On the day of a shareholders meeting, the corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, the corporation shall upload the content of such resolution to the MOPS within the prescribed time
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| period. | ||
|---|---|---|
| Article | 17: | Maintaining order at the meeting place |
| Staff handling administrative affairs of a shareholders meeting shall wear | ||
| identification cards or arm bands. | ||
| 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 identification card or armband bearing the word | ||
| "Proctor." | ||
| 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 corporation, the | ||
| chair may prevent the shareholder from so doing. | ||
| When a shareholder violates the rules of procedure and defies the chair's | ||
| correction, obstructing the proceedings and refusing to heed calls to stop, the chair | ||
| may direct the proctors or security personnel to escort the shareholder from the | ||
| meeting. | ||
| Article | 18: | Recess and resumption of a shareholders meeting |
| 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. | ||
| If the meeting venue is no longer available for continued use and not all of the | ||
| items (including extraordinary motions) on the meeting agenda have been | ||
| addressed, the shareholders meeting may adopt a resolution to resume the meeting | ||
| at another venue. |
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A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
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Article 19: Disclosure of information at virtual meetings In the event of a virtual shareholders meeting, the corporation shall disclose realtime results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
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Article 20: Location of the chair and secretary of virtual-only shareholders meeting When the corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
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Article 21: Handling of disconnection In the event of a virtual shareholders meeting, the corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-
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time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When the corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, the corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-
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20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
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For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
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Article 22: Handling of digital divide When convening a virtual-only shareholders meeting, the corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.With the exception of circumstances specified in Item 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders shall be provided with connection equipment and necessary assistance at a minimum, and specification shall be made of the period during which shareholders can apply to the Company and other related matters requiring attention.
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Article 23: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
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Article 24: This Rules was established on Nov. 16, 2007. The 1st amendment was made on June 15, 2011. The 2nd amendment was made on June 21, 2012. The 3rd amendment was made on June 28, 2013. The 4th amendment was made on June 18, 2015. The 5th amendment was made on June 14, 2017. The 6th amendment was made on June 30, 2020. The 7th amendment was made on Aug. 3, 2021. The 8th amendment was made on June. 29, 2022. The 9th amendment was made on May 31, 2023.
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Appendix 3
Remuneration for employees and directors
| Unit:NTD | |||
|---|---|---|---|
| Item | Amount distributed proposed by Board of Directors(A) |
The estimated figure for the fiscal year (B) |
Discrepancy (A-B) |
| Employee compensation |
15,081,668 | 15,081,668 | 0 |
| Directors and supervisors compensation |
11,311,251 | 11,311,251 | 0 |
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Appendix 4
Directors’ shareholding
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The total issued capital stock of the Company is 151,327,600 shares.
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According to Article 26 of the Securities and Exchange Act:
The minimum number of shares that all directors should hold is 9,079,656 shares.
The number of shares held by all directors of the Company as recorded in the shareholder roster on the date for suspension of share transfer for the 2025 regular shareholder meeting
| Tll | N | Shhldi |
|---|---|---|
| te | ame | aresong |
| Chairperson | Chihchiang Pai | 137,245 |
| Director | Soy Young Enterprise Co., Ltd. | 32,102,114 |
| Director | Hold-Key Electric Wire & Cable Co., Ltd. |
20,414,832 |
| Director | Yichuan Hsu | 1,820 |
| Director | Fengyu Ho | 512 |
| Director | Menggui Lin | 0 |
| Independent director |
Xiege Hao | 0 |
| Independent director |
Xiuhui Ye | 0 |
| Total | 52,656,523 |
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