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Catcher Technology Co., Ltd. — AGM Information 2022
Aug 26, 2022
52109_rns_2022-08-26_bf7e69c9-db0d-4684-a0a0-6fb966b906bd.pdf
AGM Information
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Catcher Technology Co., LTD.
Handbook for the 2022 Annual Meeting of Shareholders
(TRANSLATION)
Meeting Date: May 27, 2022
(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there is any inconsistency between the Chinese version and this translation, the Chinese version shall prevail.)
Table of Contents
Page 1. Procedures of the Annual General Meeting in 2022 ............................................... 2 2. Agenda of the Annual General Meeting in 2022 ..................................................... 3 1. Repoted Items ..................................................................................................... 4 2. Items for Ratification .......................................................................................... 5 3. Matters for Discussion and Election ................................................................... 6 4. Other Business and Special Motion ................................................................... .8 3. Attachment I. 2021 Business Report ............................................................................................ 9 II. Audit Committee’s Review Report .................................................................... 20 III. Distribution of Employees and Directors’ Compensation ............................ 22 IV. Execution of Share Buyback .......................................................................... 23 V. Distribution of 2021 Profits ............................................................................. 24 VI. Independent Auditors’ Report and 2021 Financial Statement ........................ 25 VII. Differences of the Amended Articles of Incorporation ................................. 45 VIII. Differences of the Amended Rules and Procedures of Shareholders’ Meeting ............................................................................................................. 55 IX. Differences of Amended Rules or Procedures for Acquisition or Disposal of Assets ................................................................................................................ 72 X. List of Director Candidates .............................................................................. 85 XI. Non-Competent Content for the Candidates of Directors .............................. 86 4. Appendix I. Articles of Incorporation (Before Amendment) ................................................ 87 II. Rules and Procedures of Shareholders’ Meeting (Before Amendment) .......... 95 III. Rules for Election of Directors ..................................................................... 102 IV. Shareholding of All Directors ....................................................................... 105 V. Other Items ..................................................................................................... 106
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Catcher Technology Co., Ltd.
Procedures of the Annual General Shareholders Meeting of 2022
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Call Meeting to Order
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Chairman’s Address
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Reported Items
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Items for Ratification
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Items for Discussion and Election
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Other Business and Special Motion
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Meeting Adjourned
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Catcher Technology Co., Ltd.
Agenda of the Annual General Shareholders’ Meeting of 2022
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Time: 10:00 am, Friday, May 27, 2022
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Address: Silks Place Tainan (No. 1, Heyi Rd., West Central Dist., Tainan City, Taiwan
ROC)
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Perform Acts of Ceremony
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Chairman’s Address
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Reported Items
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(1) To report 2021 business report
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(2) To report 2021 Audit Committee's review report
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(3) To report 2021's distribution of employees and directors' compensation
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(4) To report execution of share buyback
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(5) To report distribution of 2021 profits
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Items for Ratification
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(1) To accept 2021 Business Report and Financial Statements
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(2) To approve the proposal for distribution of 2021 profits
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Items for Discussion and Election
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(1) To raise funds through issuing new shares or GDRs
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(2) To amend Articles of Incorporation
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(3) To amend the rules of procedure for shareholders' meeting
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(4) To amend rules or procedures for acquisition or disposal of assets
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(5) To reelect board directors
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(6) To lift the non-compete restrictions for newly elected directors and their
representatives
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Other Business and Special Motion
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Meeting Adjourned
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1. Reported Items
- To report 2021 business report
Description: Please refer to ATTACHMENT I
- To report 2021 Audit Committee's review report
Description: Please refer to ATTACHMENT II
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To report 2021's distribution of employees and directors' compensation Description: Please refer to ATTACHMENT III
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To report execution of share buyback
Description: Please refer to ATTACHMENT IV
- To report distribution of 2021 profits
Description:
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(1) The proposed profits distribution is allocated from Retained Earnings in 2021 Available for Distribution. Please accept the proposal for profits distribution as below, which was approved by Board of Directors in accordance with Articles of Incorporation.
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(2) The total proposed cash dividend amounts are NTD 7,297,530,680 equivalent to NTD 10 per share (Cash payment shall be rounded down to the nearest Dollar) by the Board of Directors on April 6th, 2022. Please refer to Attachment V for the 2021 profits distribution table.
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(3) The Chairman is authorized by the Board of Directors to determine the record date and payment date and other relative matters. In the event that proposed earnings distribution is affected by a change in the number of outstanding shares, the Chairman is authorized to adjust the distribution amount per share based on the actual number of the outstanding shares on the record date.
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2. Items for Ratification
- To accept 2021 Business Report and Financial Statements (proposed by the Board of Directors)
Description:
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(1) CATCHER’s 2021 Business Report, Parent Company Only Financial Statements, and Consolidated Financial Statements were approved by Board of Directors. The Financial Statements were audited by independent auditors, Ms. Chi Chen Lee and Mr. Hung Ju Liao, of Deloitte & Touche and also reviewed by the Audit Committee. For the 2021 Business Report, independent auditors’ report, aforementioned Financial Statements, please refer to Attachments I and Attachment VI.
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(2) Please accept the 2021 Business Report, Parent Company Only Financial Statements, and Consolidated Financial Statements.
Resolution:
- To approve the proposal for distribution of 2021 profits (proposed by the Board of Directors)
Description:
The Company’s 2021 Earnings Distribution was approved by the Board of Directors and reviewed by the Audit Committee. Please accept the proposal for profits distribution. Please refer to page Attachment V for the 2021 profits distribution table. Resolution:
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3. Matters for Discussion and Election
- To raise funds through issuing new shares or GDRs
Explanatory Notes:
In order to expand capacity in the future, enrich working capital, meet the other funding needs for long-term development, or obtain more diversified and flexible funding sources, it is hereby proposed that the shareholders’ meeting to authorize the Board of Dir ctors ("Board") to raise funds, depending on market conditions and the Company’s capital needs, with appropriate timing and fund-raising method(s), to issue new commons shares for cash in public offering and/or issue Global Depository Receipts (GDRs), in accordance with the applicable laws and regulations and the following fund-raising method principles.
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I. Authorizing Board for the issuance of new common shares for cash to sponsor GDR Offering: (i) The issuance of new shares is limited to a maximum of 50,000,000 shares. The Board of Directors and Chairman of CATCHER are authorized to adjust the new issuance of the common shares based on the aforementioned maximum quota.
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(ii) The issue price of the new common shares will be decided with reference to the closing price of the Company’s common shares on the pricing date or the average of the closing price of the Company’s common shares for 1, 3 or 5 trading days prior to the pricing date (referred to hereinafter as the "reference price"). The actual price shall not be less than 90% of the reference price. The Chairman is authorized to determine the actual issue price in accordance with market conditions or regulatory requirements. The reference price and the actual price will be decided in accordance with market practice and applicable law. In addition, the issue price of GDRs is determined based on the fair market price of common shares. Existing shareholders are allowed to purchase common shares from domestic stock market at a price close to the issue price of GDRs without taking forex and liquidity risks. Assuming that the Company issues 50,000,000 common shares which are approximately 6.9% of the Company’s total outstanding common shares prior to the record date for the Company’s 2022 annual shareholders’ meeting, given that the issuance of new shares is going to enhance the Company’s competiveness and then increase shareholders’ value, thus it is unlikely that such issuance will have a material dilutive effect on the shareholdings of the existing shareholders.
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(iii) Except for 10%-15% of the new common shares shall be allocated for the employees' subscription in accordance with the applicable law, it is proposed for the shareholders meeting to approve the rights to subscribe to the remaining shares shall be waived by the shareholders and such remaining shares should be offered to the public under Article 28-1 of the Securities and Exchange Act as the underlying shares of the global depositary shares to be sold in the DR Offering. Any new common shares not subscribed by employees of the Company shall be determined by the Chairman, depending on the market needs, to be allocated as underlying shares of the global depositary shares or to be subscribed by the designated person(s).
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(iv) The uses of the proceeds of this issuance are for building facilities or purchasing factories, equipment, materials, or to repay bank loans, re-invest, enrich working capital, which are expect to complete in 3 years.
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(v) The Board/Chairman are authorized to determine or adjust the major terms of this new issuance, including but not limited to the issue price, issuance shares/amount, terms, uses/sources of funds, predetermined schedule, and expected results etc., according to the market conditions or regulatory requirements.
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(vi) To complete the issuance, the Chairman or the Chairman's designee is authorized, on behalf of the Company, to handle all matters relating to, and sign all agreements and documents in connection with the issuance of the new common shares to sponsor the GDR Offering.
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(vii) With the approval of this offering by authorities, the Chairman is authorized to handle or complete all the process or matters with regard to the issuance of new shares.
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(viii) The Chairman is authorized to handle all matters which are not addressed herein in accordance with the applicable laws and regulations.
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II. Authorizing the Board for the issuance of new common shares for cash in public offering: (i) The issuance of new shares for cash in public offering is limited to a maximum of 50,000,000 shares.
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(ii) The par value of the new common shares to be issued per share is NT$10. It is proposed to authorize the Chairman to coordinate with the underwriter(s) of the public offering to determine the actual issue price in accordance with the relevant provisions of the Chinese Securities Association Regulations Governing Underwriters’ Assistance in Offering and Issuance of Securities by Issuing Companies and the market conditions whereby the issue price shall be reported to the regulatory authority before issuance.
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(iii) It is proposed to authorize the Board to choose either of the following methods to sell the new shares in the public offering through the underwriter(s) :
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(a) Except for 10% to 15% of the new shares must be offered to employees in accordance with Article 267, Paragraph I of the Company Act, it is proposed for the shareholders’ meeting to approve the pre-emptive rights to subscribe to the remaining shares to be waived by the shareholders in accordance with Article 28-1 of the Securities and Exchange Act and such remaining shares will be offered to the public via book building. It is proposed that any new common shares not subscribed by employees of the Company will be sold to the person(s) designated by the Chairman of the Company at the issue price.
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(b)
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(1) Except for 10% to 15% of the new shares must be offered to employees in accordance with Article 267, Paragraph I of the Company Act, it is proposed that 10% of the new shares to be sold to the public through the underwriter(s) and the remaining shares will be subscribed to by the existing shareholders of the Company in accordance with their shareholding. It is proposed that any new common shares not subscribed by employees and shareholders of the Company will be sold to the person(s) designated by the Chairman of the Company at the issue price. The Chairman is authorized to choose the method of issuance in public offering, and to handle all matters which are not addressed herein in accordance with the applicable laws and regulations.
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(2) It is proposed to authorize the Chairman to coordinate with the underwriter(s) of the public offering to determine the actual issue price in accordance with the relevant provisions of the Chinese Securities Association Regulations Governing Underwriters’ Assistance in Offering and Issuance of Securities by Issuing Companies and the market conditions whereby the issue price shall be reported to the regulatory authority before issuance.
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(c) With regard to the aforementioned public offering method, it is proposed to authorize the Chairman to handle the relevant matters in accordance with the applicable laws and regulations.
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(iv) The rights of the new shares are equivalent to the current outstanding shares.
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(v) The uses of the proceeds of this issuance are for building facilities or purchasing factories, equipment, materials, or to repay bank loans, re-invest, enrich working capital, all of which are expected to complete in 3 years upon the fund-raising. The execution of the plan is expected to enhance the competitiveness and operating efficiency of the Company, which shall benefit the shareholders.
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(vi) The Board/Chairman are authorized to determine or adjust the major terms of this new issuance, including but not limited to the issue price, shares issuance/amount, terms, uses/sources of funds, predetermined schedule, and expected results etc., in consideration of market conditions or regulatory requirements.
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(vii) With the approval of this offering by authorities, the Chairman is authorized to determine the matters related to the issuance, including but not limited to record date, payment period, etc.
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(viii) The Board is authorized to handle, complete, or adjust all matters with regard to the issuance of new shares, should there be changes in regulatory requirements or
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objective environments.
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(ix) The Chairman is authorized to handle all matters which are not addressed herein in accordance with the applicable laws and regulations.
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To amend the Article of Incorporation
Explanatory Notes: To adapt to the amendment of the Company Act, the Company is amending its “Articles of Incorporation”. Please refer to Attachment VII
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To amend the rules of procedure for shareholders' meeting Explanatory Notes: To adapt to the amendment of Article 172-2 of the Company Act, the Company is amending its “The Rules of Procedure for Shareholders' Meeting”. Please refer to Attachment VIII
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To amend the rules or procedures for acquisition or disposal of assets Explanatory Notes: In response to the new requirements set by the Financial Supervisory Commission, the Company is amending its “The Rules or Procedures for Acquisition or Disposal of Assets”. Please refer to Attachment IX
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To reelect board directors
Explanatory Notes: There will be seven Directors (including three independent directors) to be elected at the Meeting. Please refer to Attachment X for details. Please refer to Appendix III for “The Rules for Election of Directors”
- To lift the non-compete restrictions for newly elected directors and their representatives Explanatory Notes: The newly elected director of the Company may have invested in or operated other companies of the same or similar business scope as the Company. If this matter does not affect the Company’s benefits, it is proposed to request the shareholders' meeting to lift the non-compete restrictions for newly elected directors and their representatives prescribed by Article 209 of the Company Act. Please refer to Attachment X for details.
4. Other Business and Special Motion
5. Meeting Adjourned
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ATTACHMENT I
2021 Business Report
Dear Shareholders,
The coronavirus mutants in 2021 have greatly impacted the global supply chain and transportation, causing logistics constraints and a short supply of parts and components. The emergence of work-from-home and online learnings accelerated the digital transformation of work and life, boosting the demand for notebook and tablet computers. With the advent of a post-pandemic era when vaccine R&D accelerated, vaccination rate increased, and countries gradually lifted the lockdown, the global economy officially kicked start a recovery cycle. The International Monetary Fund (IMF) forecasts the global economy and the GDP of the United States to grow 5.9% and 5.6%, respectively, for 2021, and 4.4% and 4.0%, respectively, for 2022. The Directorate General of Budget, Accounting and Statistics (DGBAS) in Taiwan has also constantly revised Taiwan’s economic growth rates: 6.28% for 2021, an eleven-year high, and 4% or above for 2022. Ever since the outbreak of the COVID-19 pandemic at the end of 2019, business and enterprise models have substantially changed, the industry supply chain has restructured, and major political and economic bodies have faced challenges and opportunities to varying extents. Now economic activities have restarted, demand is gradually rising, and global trade activities are entering a new expansion phase. Albeit, the pandemic variable still exists, which is worth our attention.
2021 was a fairly challenging year for Catcher. Market uncertainties brought by the COVID-19 pandemic, along with changes in consumption patterns, affected the seasonal cycle of each industry and so increased industry volatility; the lockdown to a varying degree in different regions and the restrictions on the supply chain also made production management increasingly difficult. In response to the environmental changes, Catcher has continued to diversify its technology R&D and production while launching advanced applications that fit the new trends. Catcher has also developed total and diverse solutions for material applications, while mitigating the pandemic impact through flexible management to achieve operational performance and maintain stability. In 2021, the Group’s consolidated sales revenue reached NT$41.1 billion, lower than NT$82.5 billion in 2020. The substantial year-on-year discrepancy was due to the high base in 2020 when
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two subsidiaries in Taizhou, China, were disposed. The divestment enabled Catcher to leverage its enormous production capacity and resources, with the proceeds to be reinvested in forward-looking technologies and markets. This will provide momentum for Catcher’s long-term development and sustainable management.
As a global leading brand that provides the most comprehensive mechanism solutions, Catcher has a complete production matrix, the strongest customer base, and comprehensive product lines. Catcher is dedicated to resource consolidation and strategic transformation. It branched out into the automotive parts and components market in 2020; in 2021, its endeavor in such area yielded a favorable result: collaboration with a global new energy vehicle brand as an original design manufacturer (ODM) on more models while negotiating with new customers on new product development. Being optimistic about the future development of the smart healthcare industry as well as rising demand for minimally invasive surgery medical devices, Catcher has made several strategic financial investments to participate in the growth of foreign medical startups; it also kept seeking suitable investment targets and potential partners both domestically and overseas to expand its portfolio in the healthcare industry with multiple approaches.
Despite industry and market uncertainties, Catcher is still able to improve its fundamentals, widen differentiations while enhancing its leading industry position by leveraging its multiple advantages: diversified material applications, comprehensive technologies, innovative design, outstanding manufacturing processes, complete vertical integration, leading automation capability, optimal cost structure and economies of scale. Looking into 2022, aside from developing existing businesses and pursuing internal organic growth, Catcher will actively seek external investment opportunities and partners that fit its long-term development objectives, so as to accelerate its diversified development in new business areas including automotive parts and components, medical tech and 5G applications.
Financial Performance
For 2021, the Group’s consolidated operating revenue arrived at NT$41.1 billion, consolidated gross margin at 33%, consolidated net profit after tax at NT$8.575 billion, and basic earnings per share at NT$11.31.
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Operational Results (Group)
Unit: In Thousands of New Taiwan Dollars
| Operational Results (Gro | up) |
up) |
Unit: In Thousands of New Taiwan Dollar | Unit: In Thousands of New Taiwan Dollar |
|---|---|---|---|---|
| Item | 2021 | 2020 | ||
| Amount | Percentage | Amount | Percentage | |
| Operatingrevenue | 41,094,979 | 100% | 82,506,032 | 100% |
| Gross profit | 13,569,127 | 33% | 21,919,251 | 27% |
| Operatingprofit | 8,760,121 | 21% | 14,935,168 | 18% |
| Profit before tax | 12,070,652 | 29% | 40,847,189 | 50% |
| Net profit after tax | 8,575,044 | 21% | 21,129,820 | 26% |
Profitability (Group)
| Profitability (Group) | |||
|---|---|---|---|
| Item | 2021 | 2020 | |
| Return on assets(ROA) | 4% | 9% | |
| Return on equity (ROE) | 6% | 14% | |
| Ratio to paid-in capital | Operating profit | 115% | 196% |
| Profit before tax | 158% | 536% | |
| Netprofit margin | 21% | 26% | |
| Earningsper share (NT$, | basic) | 11.31 | 27.65 |
Industry Development Trend and Outlook
The development of the pandemic has accelerated the digital transformation of industry and life. As the world edges towards a 5G era, mobile devices that serve as the main vehicle become even more important. In response to the development of 5G applications, major brands have strong demand for high-speed data transmission (HDT) and high-performance computing (HPC), adding complexity to the design of the heat dissipation function and enclosure casing/mechanism parts of mobile devices. Having observed various electronics applications, we found that manufacturers mainly engaging in mid- and high-end production normally gain a larger profit share; under such trend, an enclosure case made of high-end metals or composite materials (i.e., composites primarily made of high-end materials, supplemented by other materials) has become a required specification for mid- and high-end products. To meet customers’ requirements for innovation, heat dissipation and 5G specifications, enclosure case/mechanism manufacturers have to constantly develop new surface treatment technologies. The design of enclosure cases is characteristic of high customization and high complexity, thus bringing both challenges and opportunities for mechanism manufacturers.
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As the world increasingly values issues related to climate change and zero carbon emissions, sales of alternative fuel (new energy) vehicles boomed, thanks to government subsidies, active development by car manufacturers, and the availability of technical solutions for the critical technology of charging equipment and battery performance. The International Energy Agency (IEA) forecasts the number of global electric vehicles (EVs) to reach 145 million by 2030, with the underlying penetration rate to increase to 30% from 5% in a decade. In other words, one out of three cars will be electric in a decade. Recently the automotive market has experienced imbalanced supply and demand due to the pandemic and chip shortages. Having said that, alternative fuel vehicles are expected to drive the growth of the automotive market in mid to long run, with substantial changes taking place in terms of market structure, operational strategies and competition. The ecology of the automotive industry used to be relatively close; however, the complexity of innovative technologies for alternative fuel vehicles and car electricization is expected to raise car manufacturers’ demand for a pattern of cooperation that separates contract R&D from parts manufacturing, leaving a promising outlook for related industries and supply chains.
Among the various materials and technologies available for producing mechanisms, metals provide the best structure, strength and complete protection. It is the metallic mechanism for which there is a complete supply chain, an available mass production capacity, and a cost-effective advantage among high-end products. Aside from existing technologies such as die casting, stamping, and forging, metallic products made using the seamless technology are not only characterized by fashionably high quality, but also have properties such as thinness, simplicity, and sturdiness that are incomparable with other materials. Metals are also a kind of green material, in that they can be fully recycled and reused, both during the manufacturing process and post the product lifetime, thus reducing the depletion of natural resources. Adding to the massive product quantities and corresponding demand for production capacity, mechanisms can be developed in more diversified ways in terms of materials, technologies and design.
The Industrial Technology Research Institute (ITRI) estimates the global medical supplies market to reach USD475.3 billion by 2022, with the compound annual growth rate for 2019-2022 to reach 5.6%. After the outbreak of the COVID-19 pandemic, consumable minimally invasive devices are increasingly prevalent. The manufacturing of minimally invasive devices is characterized by high integration - in terms of materials used, it covers
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polymer plastics, chemicals and metal hardware; in terms of processes, it involves precision manufacturing, optoelectronic, electromechanical, mechanical, electronics and semiconductors industries; in terms of final inspection, it needs to be verified against safety regulations, tested, and disinfected – making it an integrated industry that consolidates materials, precision manufacturing and medical device manufacturers. The fast-growing industry and the highly integrated characteristic of minimally invasive devices provide a potential market for Taiwanese manufacturers who have been playing a critical role in the supply chain of the global manufacturing industry. Taiwan’s industry has evolved from conventional plastics and chemicals manufacturing in the early days to nowadays precision manufacturing as well as electronics and semiconductor-related segments. With resources vertically integrated, new technologies introduced, and the core capabilities of existing cross-industry alliances consolidated, Taiwan should be well positioned in developing high-end minimally invasive medical devices.
Research and Development
To sustain its industry significance, Catcher constantly expands its applications in different materials, composites, as well as high-strength, high-resilience, low electromagnetic shielding and high frequency penetrable materials, while improving its technological levels, aiming to achieve smart production. Having deeply engaged in the fields of basic material science, surface physics and chemical processing, Catcher leverages its core capabilities, applying different materials to different forming processes coupled with diversified secondary processing technologies and surface treatment technologies, to develop a wide range of products and technologies that are highly precise, high value-added, and highly available for mass production. In addition, through attending exhibitions and data collection, Catcher has since 2018 continued to accumulate its manufacturing technologies in automotive and medical tech areas, while cooperating with clients to design and develop related new products. The Company has also participated in industry-academic alliances hosted by local colleges to develop automotive and medical tech related technologies, launch new projects, and establish medical supply technology platform in the hope of localizing development and production to create value for products made in Taiwan.
Regardless of the existing information and communication technology (ICT) products or orders from new areas such as automotive and medical tech products, Catcher’s R&D
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team engages itself as early as in the design stage, and has been able to precisely catch customers’ expectations for the products in the course of R&D and manufacturing. On the one hand, the Company actively develops special process and technology and integrate them perfectly with existing ones; on the other hand, it mixes different materials and processes with the unibody technology to make products with specially-structured surface and good texture to satisfies customers’ diversified needs.
As a world-class leader of light metal technology, Catcher has continued to head toward high-end, distinctiveness and differentiation. Its R&D covers numerous areas including enclosure cases and mechanisms made of special magnesium alloy, aluminum alloy, stainless steel, carbon (glass) fiber, plastics, powder and other metals; laser engraving/seamless welding technology, metal/plastic seamless overmolding technology, etching/multi-color process with anodizing process technology, high-precision large metallic enclosure case extrusion technology; and carbon fiber composite sheets. The Company also leverages existing technologies to actively develop other niche products, so as to diversify its product portfolio. The development of 5G technology has come under the global spotlight. When mobile devices are heading towards a high frequency and high-performance computing design, the heat dissipation problem that comes along will bring challenges, and opportunities at the same time, to mechanism manufacturers. By leveraging its existing customer base and devoting more resources, Catcher will actively expand product applications in the 5G area.
Business Strategies
For years Catcher has invested in production automation on a large scale in order to reduce manpower requirement, improve productivity and quality, increase production stability while reserving production capacity for future expansion. Although its automation has been well ahead of the industry, Catcher still considers automation a focus for future development. The Company also actively optimizes its talent pools, constantly expands the application market for its core products and technologies, and diversifies clientele in order to establish a solid ground for its long-term development.
On top of achieving its business objectives, Catcher has also fulfilled its corporate social responsibilities in many aspects. Aside from forming a dedicated team, enhancing communications with stakeholders, and publishing a corporate social responsibility (CSR)
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report, the Company also actively engages itself in developing green energy, launching greenhouse gas (GHG) inventory, and setting up goals for energy conservation and carbon reduction. In terms of public wellbeing, aside from participating in charity events, Catcher also sponsors sports events and as so, is awarded a Sports Enterprise Certification medal. In terms of corporate governance, Catcher established the post of Chief Corporate Governance Officer in 2021 in order to perfect the corporate governance framework and implement related works.
Important Manufacturing and Sales Policies
Looking into the future development of the metallic mechanism market, notebook computers and tablet computers will maintain a thin and light feature; the connection speed increased along with 5G applications will also facilitate the development of wearable devices. To sum up, lightweight and thinness will still dictate the design of consumer electronics. Years of experience in developing composite materials have made Catcher a manufacturer that can provide the most diversified materials and technologies. By leveraging these advantages, Catcher will create individually distinctive value for each brand customer.
By leveraging its core advantages in material science, precision manufacturing and surface treatment as well as its competencies in mass production, best execution and highly flexible customization, Catcher has been able to showcase effective know-how and deliver products and results in a manner that satisfies customers, regardless of the products being in the form of sheet metal or metal frame, made of either aluminum, magnesium alloy or steel.
Years of large-scale investment in automation has helped Catcher to accumulate abundant experiences in production management. The Company’s automation competence outpaces most peers. Looking forward, automation will remain the processing focus in order to raise stability, enhance productivity and quality specifications, and replenish the capacity for scale production. Meanwhile, Catcher has been optimizing its talent pools, reserving R&D force and constantly expanding the application markets for its core products and technologies to fuel the growth momentum in the future.
Looking into 2022, Catcher will constantly optimize the capacity allocation between the Taiwan factory site and the Suqian factory site. Among major domestic mechanism
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suppliers, Catcher is the only one that still maintains considerable production capacity in Taiwan. The Company thus has enormous flexibility that can not only meet various demands for products and production capacity from different customers, but also mitigate the operational risks associated with concentration in a single factory site, which is prone to changes in market and business environments.
Impact from Changes in External Competition, Laws and Regulations, and the Macro Business Environment
In terms of the external environment, the ever-evolving technologies and products along with actively participating newcomers in the information and electronics industry have fueled the already fierce competition and increased pressure on operations. Catcher officially branched out into the non-consumer electronics industry in 2020, aiming to pursue a diversified portfolio of customers and products. The Company has since then stepped into a brand new era. To ensure its leading industry presence, the Company has paid close attention to and researched the market trends and technology changes for mechanisms of different materials to minimize the adverse impact that comes with technological revolution. Meanwhile, by deeply engaging in the fundamentals of material science and enhancing the forming, processing and surface treatment technologies for different materials, Catcher has been able to lift its technological level and operating efficiency, hence diversifying its products and bringing them to a higher end. With its outstanding manufacturing process technologies and immense production capacity, Catcher constantly provides customers with quality services and enhances mutual well-being relationship with them to ensure stable sources of profits.
Regarding the legal environment, as the concept of sustainable development sweeps across the globe, countries have respectively launched green bills pertaining to electronic products. Aside from fulfilling existing commitments, major brands have also established high standard rules stipulating all suppliers to follow. Catcher continues to launch green manufacturing processes to meet regulatory compliance and the global trend. For any possible changes in the future, the Company will closely track, continuously update and strictly abide by related laws and regulations to mitigate the operational risk.
As the business environment becomes more complicated, it is increasingly challenging for enterprises to get hold of and predict changes, and the degree of the
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changes. When assessing the formation of business and investment plans, Catcher will take a more cautious view to refer to industrial circumstances while observing the macroeconomic conditions in order to arrive with the best strategy.
Business Objectives
Catcher officially branched out into the non-consumer electronics market in 2020. In 2021, the Company extended its business focus from notebook computers, tablet computers and wearable devices to 5G applications, automotive parts and healthcare, aiming to diversify its portfolio of products and customers. In 2022, Catcher will continue to develop new products, new customers and new investment opportunities in the aforementioned fields, in order to balance its operating revenue, lower the reliance on single customers, realize sustainable growth and enhance shareholders’ value.
As for the notebook PC segment, the underlying global demand has been booming due to the rise of online learning and the work-from-home pattern attributable to pandemic development. The statistics of International Data Corporation indicated that global PC shipments (including desktop computers, notebook PCs, and workstations) reached 348.8 million units in 2021, an increase of 14.8% year on year and a record high since 2012, and that the shipment of notebook PCs could reach double-digit growth. The Market Intelligence & Consulting Institute (MIC) also estimated global notebook PC shipments to reach 238 million units in 2021, an increase of 18.6% year on year. MIC forecasted global notebook PC shipments to reach 230 million units in 2022, mainly due to the emergence of mixed working modes, the commercial demand that comes with enterprises returning to offices, and the deferred effect arising from the shortage of components and materials in the supply chain. Meanwhile, major brands are improving their specifications toward midto high-end products. The penetration rate of high-end metal casing and casing featuring a hybrid design constantly rises, generating demands for innovation that could underpin Catcher’s shifting its development to high-end, distinctive, and differentiated products and technologies.
The sales of new energy vehicles (EVs) have been growing continuously, thanks to governments’ announcing their goals for energy conservation and carbon reduction together with corresponding policies promulgated, to the subsidies and incentives launched in recent years, and to the advance in critical technologies pertaining to batter endurance
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and batteries of electric vehicles. According to Canalys, a research institute, global sales of electric vehicles in 2021 reached 6.5 million units, an increase that was 109% over the 2020 level and extremely higher than the sales growth of 4% for the traditional car market. The Industrial Technology Research Institute (ITRI) forecasts global sales of electric vehicles in 2022 to reach 12.89 million units, accounting for 14.3% of total vehicle sales. International Energy Agency (IEA) also forecasts the number of electric vehicles, buses, trucks, and heavy-duty trucks running on the road in 2030 to reach 145 million units, representing a compound annual growth rate of roughly 30%. With more countries giving policy guidance and consumer acceptance rising, new energy vehicles are expected to compose the world's largest industry and generate immense demand for interior and exterior accessories and mechanisms that are made of a combination of materials. As a world-class leading mechanism supplier, Catcher has been focusing on manufacturing consumer electronics, performing well terms of cost control and capabilities of design, automation, mass production and yield. This helps Catcher to tap into the automotive market and outperform its competitors. In the long run, the automotive business is expected to balance the Company’s portfolio of operating revenue and enhance its growth momentum.
Under the trend where the whole world is accelerating the construction of 5G infrastructures and expanding 5G applications, an optimal design should be considered anew for mobile devices and electronic products that carry a new information and communication technology (ICT) technical specification. 5G technology improves connection speed, but it also requires a product design and a heat dissipation function that can accommodate the high frequency signals and high performance computing that come along with it, further complicating the design of enclosure cases/mechanisms. As a leading manufacturer of enclosure cases and mechanisms, Catcher is able to leverage its thorough knowledge of materials, core technologies, manufacturing capabilities and rich experience in customized design to provide a comprehensive range of total solutions that can meet customers’ requirements, thereby maintaining its industry leading position.
Being optimistic about the future development of AI/Smart healthcare and the demand for minimally invasive devices, Catcher has obtained a good understanding of the market trend and increased its presence in the industrial ecosystem through strategic financial investments. Catcher has accumulated years of core capabilities in materials science as well as precision manufacturing and processing; this helps establish competitive
18
advantages to tap into a new field. In October 2021, Catcher obtained the ISO13485 certification (quality management systems for medical devices). With the professional accreditation, Catcher will strive to become a benchmark contract development and manufacturing organization (CDMO) in the minimally invasive medical device area through leveraging its existing strength in materials science and manufacturing and collaborating with first-tier brands. The Company will also constantly seek M&A targets to expand its foothold in the medical industry via multiple approaches.
As a “Leading Brand that Provides the Most Comprehensive Mechanism Solutions”, Catcher has constantly diversified into new products and new fields on the road to transformation. Upholding the fundamental philosophy of “Technology Innovation, Customer Services, Being Ethical and Practical, and Sustainable Management”, the Group strives to develop innovative products, optimize business models, enhance manufacturing technologies, increase the level of automation, and improve the cost structure. Catcher always upholds the strategy of “Make Good Use of Resources, Develop Actively, Look Around the World, and Manage Sustainably”. Regardless of which industry it is in and however future business environment would change, Catcher will uphold its ambition, confidence and determination in the hope to create optimal value for customers, shareholders, and employees.
Chairman Shui-Shu Hung
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19
ATTACHMENT II
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2021 Business Report and Financial Statements. Independent auditors, Certified Public Accountants of Deloitte & Touche, have audited the Financial Statements. The Business Report and Financial Statements have been reviewed and determined to be correct and accurate by the Audit Committee of CATCHER. The Audit Committee hereby submits this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Catcher Technology Co., Ltd.
Audit Committee Convener: Commissioner: Commissioners:
February 24, 2022
20
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s Earning Distribution Statement for the year of 2021. The Earning Distribution Statement has been reviewed and determined to be correct and accurate by the Audit Committee of CATCHER. The Audit Committee hereby submits this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Catcher Technology Co., Ltd.
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Audit Committee Convener: Commissioner: Commissioners:
April 6, 2022
21
ATTACHMENT III
Distribution of Employees and Directors’ Compensation
On February 24, 2022, the Board of Directors resolved the distribution of compensation for employees and directors
| Item | Proposed amount |
|---|---|
| Compensation for Directors | $ 16,400,000 |
| Compensation for Employees | $ 521,975,566 |
Note: No difference between the amount resolved by the Board of Directors and the amount accrued as expense in book.
22
ATTACHMENT IV
Execution of Share Buyback
| Batch of Buyback | Second | Third |
|---|---|---|
| Plan | ||
| Date of the Board’s resolution | 2021/09/16 | 2021/12/08 |
| Purpose of the buyback | To maintain the Company's credit and shareholders' equity |
To maintain the Company's credit and shareholders' equity |
| Scheduled period for the purchase | 110/09/16 ~ 110/11/15 | 110/12/09 ~ 111/02/08 |
| Purchase price range | NTD$109.20~NTD$256.80 | NTD$106.80~NTD$238.50 |
| No. of shares to be purchased | 25,000,000 shares | 25,000,000 shares |
| Shares to be purchased as a percentage of total issued shares of the Company |
3.28% | 3.28% |
| Maximum purchase amount (NTD) | 4,600,000,000 | 4,330,000,000 |
| Execution Outcome | ||
| Purchase period | 2021/09/22 ~2021/11/15 | 2021/12/10~2022/02/08 |
| Shares purchased | 15,533,000 shares | 16,332,000 shares |
| Shares purchased as a percentage of total issued shares of the Company |
2.04% | 2.14% |
| Amount purchased (NTD) | 2,533,308,500 | 2,560,843,500 |
| Average purchase price (NTD/share) | 163.09 | 156.80 |
| Status of the buybacks that have been reported but not yet completed |
To secure shareholders' interests, share repurchase will be executed in separate batches depending on market conditions. Therefore, the announced share repurchase plan has not been fully executed. |
To secure shareholders' interests, share repurchase will be executed in separate batches depending on market conditions. Therefore, the announced share repurchase plan has not been fully executed. |
| Latest Update (Registration changed within six months after the buyback) |
2022/03/22 Serial No. 11101042430 Registration change completed |
2022/03/22 Serial No. 11101042430 Registration change completed |
23
ATTACHMENT V
Distribution of 2021 Profits
| Unit: NTD | |
|---|---|
| Retained Earnings at the beginning of this period Profits for current year Profits for current year plus items other than profits for current year added to retained earnings for current year Dispose of equity investments at fair value through other comprehensive income, with the accumulated gains or losses directly transferred to retained earnings Minus: Special reserve Minus: Legal reserve Retained earnings available for distribution Items for distribution: Cash dividends (NTD 10 per share) Retained earnings at the end of this period |
$99,713,941,729 8,575,043,765 (1,186,497) (2,567,155,814) (857,385,727) |
| $104,863,257,456 (7,297,530,680) |
|
| $97,565,726,776 |
(1) On November 8, 2021 the Board resolved not to distribute earnings for the first half of the year and maintain dividend distribution on annual basis.
(2) The cash dividend will be rounded till dollar. All cash dividend less than one dollar will be transferred into other revenues of the Company (or booked as part of shareholders’ equity).
24
ATTACHMENT VI
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Catcher Technology Co., Ltd.
Opinion
We have audited the accompanying financial statements of Catcher Technology Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2021 and 2020, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter identified in the Company’s financial statements for the year ended December 31, 2021 is as follows:
Due to the needs of some sales customers, the Company places inventory in the shipping warehouses designated by the sales customers. The recognition of sales revenue is based on the reports provided by the customers’ designated warehouse custodians, which were checked by the dedicated personnel of the Company. Since shipping warehouses are not directly managed by the Company and the recognition of sales revenue involves manual
25
processing, we considered the authenticity of the sales related to the shipping warehouses a key audit matter for this year.
The main audit procedures that we performed in regard of this key audit matter include:
-
We obtained an understanding and tested the effectiveness of the design of the main internal control and implementation related to the sales revenue of the shipping warehouses.
-
We obtained the record of inventory movements in the shipping warehouses. We selected samples and checked the documents and payment status related to the sales revenue of shipping warehouses. We verified the occurrence of the sales and checked for any anomalies existing in the sales counterparties and the payment recipients.
Other Matter
We did not audit the financial statements of some investees accounted for using the equity method included in the financial statements of the Company, as of and for the year ended December 31, 2021. The financial statements of the aforementioned investees accounted for using the equity method were audited by other auditors. Our opinion, insofar as it relates to the related amounts included herein is based solely on the reports of other auditors. The total investment in these investees accounted for using the equity method was NT$6,628,626 thousand, accounting for 2.76%, of total assets as of December 31, 2021; the amount of the Company’s share of profit of such associates was NT$44,708 thousand, accounting for 0.48%, of the Company’s profit before income tax for the year ended December 31, 2021; the amount of the Company’s share of comprehensive income of such associates was NT$115,737 thousand, accounting for 1.93%, of the Company’s comprehensive income for the year ended December 31, 2021.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of the Company’s financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as
26
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the ROC, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
27
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Hung-Ju Liao and Chi-Chen Lee.
Deloitte & Touche Taipei, Taiwan Republic of China February 24, 2022
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
28
CATCHER TECHNOLOGY CO., LTD.
BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4 and 9) Notes receivable (Notes 4 and 10) Trade receivables (Notes 4, 10 and 23) Trade receivables from related parties (Notes 4 and 29) Other receivables (Notes 4 and 10) Other receivables from related parties (Notes 4 and 29) Current tax assets (Notes 4 and 25) Inventories (Notes 4, 5, 11 and 30) Other current assets (Note 17) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4 and 9) Investments accounted for using the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13, 29 and 30) Right-of-use assets (Notes 4 and 14) Investment properties (Notes 4 and 15) Intangible assets (Notes 4 and 16) Deferred tax assets (Notes 4 and 25) Other non-current assets (Note 17) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Contract liabilities - current (Notes 4 and 23) Trade payables (Note 19) Trade payables to related parties (Notes 19 and 29) Other payables (Note 20) Other payables to related parties (Note 29) Current tax liabilities (Notes 4 and 25) Lease liabilities - current (Notes 4 and 14) Other current liabilities (Note 20) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4, 5 and 25) Lease liabilities - non-current (Notes 4 and 14) Net defined benefit liabilities - non-current (Notes 4 and 21) Other non-current liabilities (Note 20) Total non-current liabilities Total liabilities EQUITY (Note 22) Share capital - ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury Shares Total equity TOTAL |
December 31, 2021 Amount % $ 14,091,058 6 3,217,706 1 28,965,935 12 - - 2,954,957 1 799 - 281,015 - 122,566 - 84,316 - 1,238,939 1 96,140 - 51,053,431 21 36,240 - 21,890,529 9 158,331,356 66 6,966,460 3 173,014 - 221,565 - 29,423 - 1,097,886 1 7,758 - 188,754,231 79 $ 239,807,662 100 $ 78,031,726 33 32,742 - 640,865 - 191,713 - 3,990,515 2 2,309 - 309,608 - 8,514 - 19,910 - 83,227,902 35 5,062,739 2 124,534 - 6,578 - 8,776 - 5,202,627 2 88,430,529 37 7,616,181 3 20,008,824 8 21,497,294 9 14,394,310 6 108,287,799 45 144,179,403 60 (16,961,466) (7) (3,465,809) (1) 151,377,133 63 $ 239,807,662 100 |
December 31, 2020 | ||
|---|---|---|---|---|
| Amount % $ 27,670,632 11 348,932 - 21,518,715 9 21 - 6,552,310 3 3,564,122 2 194,851 - 65,392 - 88,129 - 2,390,466 1 218,955 - 62,612,525 26 84,180 - 24,584,552 10 146,582,454 61 7,147,309 3 186,555 - 226,996 - 10,862 - 1,009,798 - 72,123 - 179,904,829 74 $ 242,517,354 100 $ 70,465,726 29 6,396 - 432,195 - 2,754,244 1 4,417,085 2 92,637 - - - 7,928 - 1,598,476 1 79,774,687 33 4,616,427 2 135,932 - 6,558 - 8,685 - 4,767,602 2 84,542,289 35 7,616,181 3 20,008,231 8 19,532,131 8 12,188,506 5 113,024,326 47 144,744,963 60 (14,394,310) (6) - - 157,975,065 65 $ 242,517,354 100 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated February 24, 2022)
29
CATCHER TECHNOLOGY CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 4, 14, 23 and 29) OPERATING COSTS (Notes 11, 21, 24 and 29) GROSS PROFIT OPERATING EXPENSES (Notes 21 and 24) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 24 and 29) Interest income Other income Foreign exchange gains (losses), net Other gains and losses Interest expense Share of profit of subsidiaries and associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 25) NET PROFIT OTHER COMPREHENSIVE INCOME (LOSS) (Note 22) Items that will not be reclassified subsequently to profit or loss: Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income (loss) of subsidiaries accounted for using the equity method |
2021 Amount % $ 14,030,564 100 12,238,987 87 1,791,577 13 202,050 2 321,028 2 471,552 3 994,630 7 796,947 6 289,551 2 73,621 - (2,005,282) (14) 273,561 2 (480,516) (4) 10,336,983 74 8,487,918 60 9,284,865 66 709,821 5 8,575,044 61 (47,940) - |
2020 | ||
|---|---|---|---|---|
| Amount % $ 57,693,223 100 54,807,851 95 2,885,372 5 181,508 - 394,028 1 551,860 1 1,127,396 2 1,757,976 3 745,251 2 1,265,287 2 (3,625,117) (6) 24,356 - (462,773) (1) 28,273,363 49 26,220,367 46 27,978,343 49 6,848,523 12 21,129,820 37 (5,115) - (Continued) |
30
CATCHER TECHNOLOGY CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Shares of other equity of subsidiaries Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Unrealized gain (loss) on investments in debt instruments at fair value through other comprehensive income Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 26) Basic Diluted |
2021 Amount % 53,557 - 5,617 - (2,532,659) (18) (41,301) - (2,568,343) (18) $ 6,006,701 43 $ 11.31 $ 11.24 |
2020 | ||
|---|---|---|---|---|
| Amount % (22,863) - (27,978) - (2,177,826) (4) - - (2,205,804) (4) $ 18,924,016 33 $ 27.65 $ 27.42 |
The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated February 24, 2022)
(Concluded)
31
CATCHER TECHNOLOGY CO., LTD.
STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2020 Appropriation of the 2019 earnings (Note 22) Legal reserve Special reserve Cash dividends distributed by the Company - 100% Changes in capital surplus from donations from shareholders Net profit for the year ended December 31, 2020 Other comprehensive loss for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 Buy-back of ordinary shares (Note 22) Cancelation of treasury shares (Note 22) BALANCE AT DECEMBER 31, 2020 Appropriation of the 2020 earnings (Note 22) Legal reserve Special reserve Cash dividends distributed by the Company - 120% Changes in capital surplus from donations from shareholders Net profit for the year ended December 31, 2021 Other comprehensive loss for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 Disposal of investment in equity instruments designated as at fair value through other comprehensive income Buy-back of ordinary shares (Note 22) BALANCE AT DECEMBER 31, 2021 |
Share Capital $ 7,703,911 - - - - - - - - (87,730) 7,616,181 - - - - - - - - - $ 7,616,181 |
Capital Surplus $ 20,237,791 - - - 907 - - - - (230,467) 20,008,231 - - - 593 - - - - - $ 20,008,824 |
Retained Earnings | Retained Earnings | Unappropriated Earnings $ 106,894,281 (1,127,212) (4,778,189) (7,616,181) - 21,129,820 - 21,129,820 - (1,478,193) 113,024,326 (1,965,163) (2,205,804) (9,139,417) - 8,575,044 - 8,575,044 (1,187) - $ 108,287,799 |
Other Equity | Total $ (12,188,506) - - - - - (2,205,804) (2,205,804) - - (14,394,310) - - - - - (2,568,343) (2,568,343) 1,187 - $ (16,961,466) |
Treasury shares $ - - - - - - - - (1,796,390) 1,796,390 - - - - - - - - - (3,465,809) $ (3,465,809) |
Total Equity $ 148,462,713 - - (7,616,181) 907 21,129,820 (2,205,804) 18,924,016 (1,796,390) - 157,975,065 - - (9,139,417) 593 8,575,044 (2,568,343) 6,006,701 - (3,465,809) $ 151,377,133 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve $ 18,404,919 1,127,212 - - - - - - - - 19,532,131 1,965,163 - - - - - - - - $ 21,497,294 |
Special Reserve $ 7,410,317 - 4,778,189 - - - - - - - 12,188,506 - 2,205,804 - - - - - - - $ 14,394,310 |
Exchange Differences on Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income $ (12,148,648) $ (39,858) - - - - - - - - - - (2,177,826) (27,978) (2,177,826) (27,978) - - - - (14,326,474) (67,836) - - - - - - - - - - (2,532,659) (35,684) (2,532,659) (35,684) - 1,187 - - $ (16,859,133) $ (102,333) |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated February 24, 2022)
32
CATCHER TECHNOLOGY CO., LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Gain on financial instruments at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of subsidiaries and associates Gain on disposal of property, plant and equipment Loss on disposal of investment properties Unrealized gain on transactions with subsidiaries Unrealized loss (gain) on foreign currency exchange Changes in operating assets and liabilities Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets Contract liabilities Trade payables Trade payables to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities Other non-current liabilities Cash generated from operations Dividends received Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Acquisitions of investments accounted for using the equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment |
2021 $ 9,284,865 904,044 31,993 (282,794) 480,516 (289,551) (55,931) (10,336,983) (23,102) - 31 (511,374) 21 3,597,353 3,563,322 76,879 (57,175) 1,151,527 (9,367) 26,346 208,670 (2,562,531) (919,475) (810) (1,578,566) 20 (10) 2,697,918 56,533 (38,101) 2,716,350 (119,156,741) 114,911,347 (7,282,335) 4,508,114 (3,475,000) (654,601) 29,701 |
2020 $ 27,978,343 1,008,244 50,097 (24,552) 462,773 (745,251) (19,421) (28,273,363) (49,223) 768 122 415,520 (21) 7,604,999 (3,431,803) (46,534) (58,702) 3,683,809 (137,595) (14,534) (433,466) (2,580,173) (1,108,380) (9,221) 1,572,974 - (10) 5,845,400 28,843,970 (2,679,159) 32,010,211 (155,202,778) 143,432,590 - - - (735,620) 51,544 (Continued) |
|---|---|---|
33
CATCHER TECHNOLOGY CO., LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Increase in refundable deposits Decrease in refundable deposits Payments for of intangible assets Payments for investment properties Proceeds from disposal of investment properties Interest received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from guarantee deposits received Refunds of guarantee deposits received Increase in other payables to related parties Decrease in other payables to related parties Repayment of the principal portion of lease liabilities Cash dividends paid Payments for buy-back of ordinary shares Interest paid Proceeds from unclaimed dividends Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated February 24, 2022) |
2021 (22) 120 (9,503) (410) - 314,487 (10,814,843) 321,126,452 (313,560,452) 700 (900) - - (8,413) (9,139,417) (3,421,174) (478,470) 593 (5,481,081) (13,579,574) 27,670,632 $ 14,091,058 |
2020 (842) 820 (8,633) (4,907) 178 855,180 (11,612,468) 302,129,287 (297,557,807) 3,260 (1,520) 694,000 (1,620,000) (52,990) (7,616,181) (1,796,390) (463,493) 907 (6,280,927) 14,116,816 13,553,816 $ 27,670,632 |
|---|---|---|
(Concluded)
34
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Catcher Technology Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Catcher Technology Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, based on our audits and the report of other auditors (please refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission, the Republic of China.
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 Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits and the report of other auditors.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2021 is as follows:
35
Due to the need of some sales customers, the Group places inventory in the shipping warehouses designated by the sales customers. The recognition of sales revenue is based on the reports provided by the customers’ designated warehouse custodians, which were checked by the dedicated personnel of the Group. Since shipping warehouses are not directly managed by the Group and the recognition of sales revenue involves manual processing, we considered the authenticity of the sales related to the shipping warehouses a key audit matter for this year.
The main audit procedures that we performed in regard of this key audit matter include:
-
We obtained an understanding and tested the effectiveness of the design of the main internal control and implementation related to the sales revenue of the overseas shipping warehouses.
-
We obtained the record of inventory movements in the shipping warehouses. We selected samples and checked the documents and payment status related to the sales revenue of shipping warehouses. We verified the occurrence of the sales and checked for any anomalies existing in the sales counterparties and the payment recipients.
Other Matter
We have also audited the parent company only financial statements of Catcher Technology Co., Ltd. as of and for the years ended December 31, 2021 and 2020 on which we have issued an unqualified opinion with other matters paragraph.
We did not audit the financial statements of certain subsidiaries included in the consolidated financial statements of the Group as of and for the year ended December 31, 2021, but such statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included for certain subsidiaries, are based solely on the reports of other auditors. The total asset of certain subsidiaries was NT$6,669,132 thousand, accounting for 3%, of consolidated total assets as of December 31, 2021; the total comprehensive income was NT$115,737 thousand, accounting for 2%, of consolidated total comprehensive income for the year ended December 31, 2021.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic
36
alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
37
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Hung-Ju Liao and Chi-Chen Lee.
Deloitte & Touche Taipei, Taiwan Republic of China February 24, 2022
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
38
CATCHER TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial at fair value through other comprehensive income - current (Notes 4 and 8) Financial assets at amortized cost - current (Notes 4 and 9) Note Receivable (Notes 4 and 11) Trade receivables (Notes 4, 11 and 25) Other receivables (Notes 4 and 11) Current tax assets (Notes 4 and 27) Inventories (Notes 4, 5, 12 and 33) Other current assets (Note 19) Total current assets NON-CURRENT ASSETS Financial at fair value through profit or loss - non-current ( Notes 4 and 7) Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4 and 9) Investments accounted for using the equity method (Notes 4 and 14) Property, plant and equipment (Notes 4, 15 and 33) Right-of-use assets (Notes 4 and 16) Investment properties (Notes 4 and 17) Intangible assets (Notes 4 and 18) Deferred tax assets (Notes 4 and 27) Other non-current assets (Note 19) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 20) Contract liabilities - current (Notes 4 and 25) Trade payables (Note 21) Other payables (Note 22) Current tax liabilities (Notes 4 and 27) Lease liabilities - current (Notes 4 and 16) Other current liabilities (Note 22) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4, 5 and 27) Lease liabilities - non-current (Notes 4 and 16) Net defined benefit liabilities - non-current (Notes 4 and 23) Other non-current liabilities (Note 22) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24) Share capital - ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasure shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL |
December 31, 2021 Amount % $ 53,115,285 22 3,967,937 2 1,870,987 1 122,046,739 49 - - 9,665,413 4 503,406 - 425,494 - 3,316,762 1 406,109 - 195,318,132 79 958,795 - 5,430,345 2 21,891,382 9 8,050 - 17,868,347 7 1,016,568 1 221,565 - 57,707 - 4,058,919 2 72,993 - 51,584,671 21 $ 246,902,803 100 $ 78,031,726 32 32,742 - 3,465,780 1 5,983,148 2 309,608 - 13,168 - 1,396,923 1 89,233,095 36 6,100,759 3 126,873 - 6,578 - 8,776 - 6,242,986 3 95,476,081 39 7,616,181 3 20,008,824 8 21,497,294 8 14,394,310 6 108,287,799 44 144,179,403 58 (16,961,466) (7) (3,465,809) (1) 151,377,133 61 49,589 - 151,426,722 61 $ 246,902,803 100 |
December 31, 2020 | ||
|---|---|---|---|---|
| Amount % $ 111,882,981 44 349,801 - - - 65,333,889 26 21 - 17,317,501 7 306,029 - 90,318 - 6,003,807 2 593,003 - 201,877,350 79 - - 652,880 - 24,585,406 10 11,583 - 22,567,706 9 1,245,224 - 500,299 - 38,004 - 4,346,647 2 78,096 - 54,025,845 21 $ 255,903,195 100 $ 70,465,726 27 12,545 - 7,691,968 3 6,924,658 3 3,997,201 2 17,584 - 2,352,993 1 91,462,675 36 6,197,748 2 142,925 - 6,558 - 21,687 - 6,368,918 2 97,831,593 38 7,616,181 3 20,008,231 8 19,532,131 8 12,188,506 5 113,024,326 44 144,744,963 57 (14,394,310) (6) - - 157,975,065 62 96,537 - 158,071,602 62 $ 255,903,195 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 24, 2022)
39
CATCHER TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 4, 16 25 and 26) OPERATING COSTS (Notes 12, 23 and 26) GROSS PROFIT OPERATING EXPENSES (Notes 23 and 26) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 14, 26 and 29) Interest income Other income Foreign exchange gains (losses), net Other gains Interest expense Share of profit (loss) of associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4, 27 and 29) NET PROFIT OTHER COMPREHENSIVE INCOME (LOSS) (Notes 24) Items that will not be reclassified subsequently to profit or loss: Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income |
2021 Amount % $ 41,094,979 100 27,525,852 67 13,569,127 33 412,142 1 2,714,528 7 1,682,336 4 4,809,006 12 8,760,121 21 822,797 2 2,207,343 5 (2,428,032) (6) 3,194,966 8 (483,010) (1) (3,533) - 3,310,531 8 12,070,652 29 3,474,369 8 8,596,283 21 5,617 - |
2020 | ||
|---|---|---|---|---|
| Amount % $ 82,506,032 100 60,586,781 73 21,919,251 27 652,469 1 4,746,964 6 1,584,650 2 6,984,083 9 14,935,168 18 2,001,921 3 3,865,654 5 (5,625,516) (7) 26,246,911 32 (576,237) (1) (712) - 25,912,021 32 40,847,189 50 19,681,121 24 21,166,068 26 (27,978) - (Continued) |
40
CATCHER TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Unrealized gain (loss) on investment in debt instrument at fair value through other comprehensive income Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 28) Basic Diluted |
2021 Amount % (2,534,112) (6) (41,301) - (2,569,796) (6) $ 6,026,487 15 $ 8,575,044 21 21,239 - $ 8,596,283 21 $ 6,006,701 15 19,786 - $ 6,026,487 15 $ 11.31 $ 11.24 |
2020 | ||
|---|---|---|---|---|
| Amount % (2,176,688) (3) - - (2,204,666) (3) $ 18,961,402 23 $ 21,129,820 26 36,248 - $ 21,166,068 26 $ 18,924,016 23 37,386 - $ 18,961,402 23 $ 27.65 $ 27.42 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 24, 2022)
(Concluded)
41
CATCHER TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2020 Appropriation of the 2019 earnings (Note 24) Legal reserve Special reserve Cash dividends distributed by the Company - 100% Changes in capital surplus from donations from shareholders Net profit for the year ended December 31, 2020 Other comprehensive loss for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 Buy back of ordinary shares (Note 24) Cancelation of treasury shares (Note 24) Decrease in non-controlling interest BALANCE AT DECEMBER 31, 2020 Appropriation of the 2020 earnings (Note 24) Legal reserve Special reserve Cash dividends distributed by the Company - 120% Changes in capital surplus from donations from shareholders Net profit for the year ended December 31, 2021 Other comprehensive loss for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 Disposal of investments in equity instruments designated as at fiar value through other comprehensive income (Note 8) Buy-back of ordinary shares (Note 24) Decrease in non-controlling interests BALANCE AT DECEMBER 31, 2021 |
Equity Attributable toOwners of theCompany | Equity Attributable toOwners of theCompany | Total Non-controlling Interests $ 148,462,713 $ 125,794 - - - - (7,616,181) - 907 - 21,129,820 36,248 (2,205,804) 1,138 18,924,016 37,386 (1,796,390) - - - - (66,643) 157,975,065 96,537 - - - - (9,139,417) - 593 - 8,575,044 21,239 (2,568,343) (1,453) 6,006,701 19,786 - - (3,465,809) - - (66,734) $ 151,377,133 $ 49,589 |
Total Equity $ 148,588,507 - - (7,616,181) 907 21,166,068 (2,204,666) 18,961,402 (1,796,390) - (66,643) 158,071,602 - - (9,139,417) 593 8,596,283 (2,569,796) 6,026,487 - (3,465,809) (66,734) $ 151,426,722 |
||||
|---|---|---|---|---|---|---|---|---|
| Share Capital Capital Surplus $ 7,703,911 $ 20,237,791 - - - - - - - 907 - - - - - - - - (87,730) (230,467) - - 7,616,181 20,008,231 - - - - - - - 593 - - - - - - - - - - - - $ 7,616,181 $ 20,008,824 |
Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 18,404,919 $ 7,410,317 $ 106,894,281 1,127,212 - (1,127,212) - 4,778,189 (4,778,189) - - (7,616,181) - - - - - 21,129,820 - - - - - 21,129,820 - - - - - (1,478,193) - - - 19,532,131 12,188,506 113,024,326 1,965,163 - (1,965,163) - 2,205,804 (2,205,804) - - (9,139,417) - - - - - 8,575,044 - - - - - 8,575,044 - - (1,187) - - - - - - $ 21,497,294 $ 14,394,310 $ 108,287,799 |
Other Equity | Total Treasury Shares $ (12,188,506) $ - - - - - - - - - - - (2,205,804) - (2,205,804) - - (1,796,390) - 1,796,390 - - (14,394,310) - - - - - - - - - - - (2,568,343) - (2,568,343) - 1,187 - - (3,465,809) - - $ (16,961,466) $ (3,465,809) |
|||||
| Exchange Differences on Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income $ (12,148,648) $ (39,858) - - - - - - - - - - (2,177,826) (27,978) (2,177,826) (27,978) - - - - - - (14,326,474) (67,836) - - - - - - - - - - (2,532,659) (35,684) (2,532,659) (35,684) - 1,187 - - - - $ (16,859,133) $ (102,333) |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 24, 2022)
42
CATCHER TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Net loss (gain) on financial instruments at fair value through profit or loss Interest expense Interest income Dividend income Share of (profit) loss of associates Gain on disposal of property, plant and equipment Loss on disposal of investment properties Loss on disposal of subsidiaries Write-down of inventories Net (gain) loss on disposal of financial assets Unrealized (gain) loss on foreign currency exchange Changes in operating assets and liabilities Notes receivable Trade receivables Other receivables Inventories Other current assets Contract liabilities Notes payable Trade payables Other payables Other current liabilities Net defined benefit liabilities Other non-current liabilities Cash generated from operations Dividends received Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from disposals of financial assets at fair value through profit or loss Net cash inflow on disposal of subsidiaries (Note 29) |
2021 $ 12,070,652 4,861,668 56,971 (385,336) 483,010 (822,797) (79,490) 3,533 (394,635) - (2,782,368) - 324 (511,224) 21 7,537,771 63,608 2,701,094 (52,196) 43,815 - (4,195,540) (874,837) (917,308) 20 (10) 16,806,746 79,490 (7,360,949) 9,525,287 (7,098,239) 368,687 (381,385,262) 325,065,955 (10,130,371) 5,742,348 5,014,762 |
2020 $ 40,847,189 8,722,617 67,050 (25,008) 576,237 (2,001,921) (19,443) 712 (147,930) 768 (25,951,192) 4,471,489 - 483,076 (21) 4,463,252 (3,814,660) (4,223,626) 257,456 (8,585) (23,824) 1,258,600 3,498,643 1,006,141 - (10) 29,437,010 19,443 (9,153,241) 20,303,212 (160,881) - (377,084,044) 366,881,978 (413) - 40,293,028 (Continued) |
|---|---|---|
43
CATCHER TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Payments for investment properties Proceeds from disposal of investment properties Interest received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from guarantee deposits received Refunds of guarantee deposits received Repayment of the principal portion of lease liabilities Cash dividends paid Payments for buy-back of ordinary shares Interest paid Decrease in non-controlling interests Proceeds from unclaimed dividends Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2021 (981,815) 422,523 (44,113) 61,102 (34,996) (410) - 737,013 (62,262,816) 321,126,452 (313,560,452) 16,153 (13,949) (15,325) (9,139,417) (3,421,174) (478,630) (66,734) 593 (5,552,483) (477,684) (58,767,696) 111,882,981 $ 53,115,285 |
2020 (1,451,599) 152,722 (17,953) 7,363 (19,834) (4,907) 178 2,362,960 30,958,598 311,787,729 (307,769,676) 10,448 (10,338) (56,250) (7,616,181) (1,796,390) (602,769) (66,643) 907 (6,119,163) (2,276,912) 42,865,735 69,017,246 $ 111,882,981 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 24, 2022)
(Concluded)
44
ATTACHMENT VII Differences of the Amended Articles of Incorporation
| After amendment | Before amendment | Remark |
|---|---|---|
| Article 2: The scope of business of the Company shall be as follows: 1. CA01090 Aluminum molding business 2. CA01150 Magnesium molding business 3. CA01990 Other non-metal business 4. CC01110 Computer and peripheral manufacturing business 5. CB01010 Machinery and equipment manufacturing business 6. F401010 International trade business 7. CA02080 Metal forging business 8. CB01990 Other mechanical manufacturing business 9. C805050 Industrial plastic manufacturing business 10. CA04010 Surface treatment business 11. CQ01010 Mode manufacturing business 12. F108031 Medical equipment wholesale business 13. F208031 Medical equipment retail business 14. CF01011 Medical equipment manufacturing business 15. I301010 Information software service business 16. ZZ99999 Except for permitted business, the Company may engage in other businesses not prohibited or restricted by laws or regulations |
Article 2: The scope of business of the Company shall be as follows: 1. CA01090 Aluminum molding business 2. CA01150 Magnesium molding business 3. CA01990 Other non-metal business 4. CC01110 Computer and peripheral manufacturing business 5. CB01010 Machinery and equipment manufacturing business 6. F401010 International trade business 7. CA02080 Metal forging business 8. CB01990 Other mechanical manufacturing business 9. C805050 Industrial plastic manufacturing business 10. CA04010 Surface treatment business 11. CQ01010 Mode manufacturing business 12. ZZ99999 Except for permitted business, the Company may engage in other businesses not prohibited or restricted by laws or regulations |
Revised due to addition of new businesses as strategically planned. |
| Article 8-1: Shareholders’ meetings shall be of two types 1.General meetings: Shall be convened annually by the Board within six months of the end of each fiscal year. 2.Extraordinary meetings: Shall be convened in accordance with the relevant laws, whenever necessary. Article 8-2 Shareholders’ meetings shallbe |
Article 8: Shareholders’ meetings shall be of two types 1.General meetings: Shall be convened annually by the Board within six months of the end of each fiscal year. 2.Extraordinary meetings: Shall be convened in accordance with the relevant laws, whenever necessary. |
Revised in accordance with new regulatory requirements |
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convened by video conference or other methods publicly announced by the central competent authority. Article 20: This charter was enacted Article 20: This charter was enacted on September 19, 1984. The first on September 19, 1984. The first amendment was on June 12, 1986. amendment was on June 12, 1986. The second amendment was on July The second amendment was on July 22, 1986. The third amendment was 22, 1986. The third amendment was made on March 16, 1989. The fourth made on March 16, 1989. The fourth amendment was on June 13, 1990. amendment was on June 13, 1990. The fifth amendment was made on The fifth amendment was made on July 27, 1992. The sixth amendment July 27, 1992. The sixth amendment was made on October 1, 1992. The was made on October 1, 1992. The seventh amendment was made on seventh amendment was made on June 20, 1994. The eighth amendment June 20, 1994. The eighth amendment was made on April 27, 1996. The was made on April 27, 1996. The ninth amendment was made on ninth amendment was made on September 13, 1996. The tenth September 13, 1996. The tenth amendment was made on January 31, amendment was made on January 31, 1997. The eleventh amendment was 1997. The eleventh amendment was made on July 10, 1997. The twelfth made on July 10, 1997. The twelfth amendment was made on September amendment was made on September 27, 1997. The thirteenth amendment 27, 1997. The thirteenth amendment was made on June 21, 1998. The was made on June 21, 1998. The fourteenth amendment was made on fourteenth amendment was made on November 2, 1998. The fifteenth November 2, 1998. The fifteenth amendment was made on March 18, amendment was made on March 18, 1999. The sixteenth amendment was 1999. The sixteenth amendment was made on April 24, 2000. The made on April 24, 2000. The seventeenth amendment was made on seventeenth amendment was made on June 12, 2001. The eighteenth June 12, 2001. The eighteenth amendment was made on May 30, amendment was made on May 30, 2002. The nineteenth amendment was 2002. The nineteenth amendment was made on May 6, 2003. The twentieth made on May 6, 2003. The twentieth amendment was made on May 24, amendment was made on May 24, 2004. The twenty-first amendment 2004. The twenty-first amendment was made on May 31, 2005. The was made on May 31, 2005. The twenty-second amendment was made twenty-second amendment was made on May 30, 2006. The twenty-third on May 30, 2006. The twenty-third amendment was made on June 28, amendment was made on June 28, 2007. The twenty-fourth amendment 2007. The twenty-fourth amendment was made on June 26, 2009. The was made on June 26, 2009. The twenty-fifth amendment was made on twenty-fifth amendment was made on June 25, 2010. The twenty-sixth June 25, 2010. The twenty-sixth amendment was made on June 13, amendment was made on June 13, 2012. The twenty-seventh amendment 2012. The twenty-seventh amendment was made on June 13, 2013. The was made on June 13, 2013. The twenty-eighth amendment was made twenty-eighth amendment was made on May 19, 2016. The twenty-ninth on May 19, 2016. The twenty-ninth amendment was made on June 11, amendment was made on June 11, 2018. The thirty amendment was 2018. The thirty amendment was made on June 12, 2019. The third-first made on June 12, 2019. amendment was made on May 27, 2022
Amendment dates are recorded to maintain the traceability.
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Articles of Incorporation (Amended)
Chapter 1: General Provisions
Article 1
The Company is organized as a company limited by shares and permanently existing in accordance with the Company Act of the Republic of China (the “Company Act”) and the Company’s English name is Catcher Technology Co., Ltd.
Article 2
The scope of business of the Company shall be as follows:
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CA01090 Aluminum molding business
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CA01150 Magnesium molding business
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CA01990 Other non-metal business
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CC01110 Computer and peripheral manufacturing business
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CB01010 Machinery and equipment manufacturing business
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F401010 International trade business
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CA02080 Metal forging business
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CB01990 Other mechanical manufacturing business
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C805050 Industrial plastic manufacturing business
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CA04010 Surface treatment business
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CQ01010 Mode manufacturing business
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F108031 Medical equipment wholesale business
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F208031 Medical equipment retail business
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CF01011 Medical equipment manufacturing business
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I301010 Information software service business 16. ZZ99999 Except for permitted business, the Company may engage in other businesses not prohibited or restricted by laws or regulations
Article 2-1
The Company may handle endorsement and guaranty affairs in accordance with the Procedures for the Endorsement and Guaranty of the Company if there is any business need.
Article 2-2
The Company may invest in other businesses which have been approved by the board of directors. The total investment amount may exceed 40% of the total paid-in capital of the Company, which the regulations stated in Article 13 of the Company Act.
Article 3
The head office of the Company is located in Tainan City, Taiwan, the Republic of China (“R.O.C.”). Subject to the approval of the board of directors and, the Company may, if necessary, set up subsidiaries, branches, or branch offices within or outside the territory of the Republic of China.
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Article 4
Public announcements of the Company shall be made in accordance with the provisions of Article 28 of Company Act.
Chapter 2: Shares
Article 5
The registered capital of the Company shall be NT$10,000,000,000, divided into 1,000,000,000 common shares with a par value of NT$10 per share. All the shares shall be issued in increments.
A total of 23,000,000 shares shall be set aside from the aforementioned common shares for the use as employee Stock Warrants, and the board of directors are authorized to issue by increments.
Article 5-1
For issuance of Stock Warrants where the price is less than the market price (book value) of the Company shares, or where the price of the treasury stocks to be transferred to the employees is less than the average price of the repurchased shares, shareholders representing the majority of the issued shares shall be present and approval by at least 2/3 of the presenting shareholders shall be required.
Article 6
The shares of the company are registered in the form of signatures and seals on behalf of the directors of the company, signed and sealed by the directors, issued after the visa according to law, and may be merged and reissued with large denomination securities.
Article 6-1
Any affair with regard to the shares of the Company shall be handled in accordance with the Guidelines for Handling Stock Affairs by a Public Issuing Company.
Article 6-2
The Company may, pursuant to the applicable laws and regulations, deliver shares or other securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities. The Company shall arrange for such shares to be recorded by a centralized securities custodian institution.
Article 7
Registration for transfer of shares shall be suspended sixty days immediately before the date of general shareholders’ meeting, and thirty days immediately before the date of any extraordinary shareholders’ meeting, or within five days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.
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Chapter 3: Shareholders’ Meetings
Article 8-1
Shareholders’ meetings shall be of two types
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General meetings: Shall be convened annually by the Board within six months of the end of each fiscal year.
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Extraordinary meetings: Shall be convened in accordance with the relevant laws, whenever necessary.
Article 8-2
Shareholders’ meetings shall be convened by video conference or other methods publicly announced by the central competent authority.
Article 9
The shareholder who cannot attend the shareholders’ meeting in person may present a proxy letter, in accordance to regulations, issued by the Company, stating scope of authorization and designating a proxy.
Article 10
Unless otherwise specified by the law, each shareholder of the Company shall be entitled to one vote for each share held.
Article 11
Except as otherwise provided in the relevant laws or the Company Act, any resolution of a shareholders' meeting shall be adopted at a meeting which at least general majority of the shareholders attend and at which meeting a general majority of the shareholders present vote in favor of such resolution.
Chapter 4: Board of Directors and Audit Committee
Article 12
The Company shall have seven to nine Directors. Directors shall be elected by adopting candidate nomination system as specified in Article 192-1 of the Company Law. The aforesaid Board of Directors must have no less than three independent directors and the number of independent directors shall not be less than 1/5 of the Board Members. The tenure of office of the directors will be three (3) years and they will be eligible for re-election. Directors shall be elected from a slate of director candidates at shareholders’ meetings. The nomination of directors and related announcement shall comply with the relevant regulations of the Company Law and the Securities and Exchange Law.
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Article 12-1
More than half of the elected directors shall not have either one of the following relationships: 1. Spouse; 2. First-degree and second-degree relatives.
Article 12-2
If the elected directors are against Article 12-1, these elected directors with lower votes are ineligible.
Article 12-3
The professional qualifications, restrictions on the shareholdings and concurrent positions held, and other matters with respect to independent directors shall be in compliance with applicable laws and regulations.
Article 12-4
In compliance with Article14-4 of the ROC Securities and Exchange Act, the Company shall establish an Audit Committee, which shall be consist of all independent directors and no less than 3 members. One of them should have expertise in accounting or finance and one of them should convene the committee. The Audit Committee shall be responsible for those functions of Supervisors specified under the Company Act, Securities and Exchange Act and other relevant regulations. The resolution should be approved by more than half of the audit committee members.
Article 13
The Company shall have a chair of the Board. The chair of the Board shall be elected by and among the directors by a majority of directors present at a meeting attended by more than two thirds of directors. The chair of the Board shall externally represent the Company.
Article 13-1
The Board of directors should be formed by the directors, and have the following functions and responsibilities:
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Preparation of business report.
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Proposing the earnings distribution or the making-up of losses.
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Proposing the increase or reduction of capital.
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Preparation of important procedures, rules, amendments, or agreements.
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Appointment and removal of the president or vice presidents.
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Approval of the investment in other businesses.
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Establishment or abolishment of the branch offices.
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Examination of business budgets and financial statement.
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Appointment and removal of accountants.
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Decision on the shareholders’ monetary claims or the technology or goodwill which the Company is in need to exchange with the Company’s shares within the authorized capital amount.
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Decision on the Company’s issuance of new shares in exchange with other companies’ shares within the authorized capital amount.
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The issuance of employees stock warrants.
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Decision on repurchasing the shares of the Company and transferring to employees.
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Other duties and powers granted by the law or by shareholders’ meeting.
Article 13-2
In the case that vacancies on the Board of Directors exceed, for any reason, one third of the total number of the Directors or the discharge of all independent directors, then the Board of Directors shall convene a shareholders’ meeting within 60 days to elect new Directors to fill such vacancies in accordance with relevant laws, rules and regulations. The new Directors shall serve the remaining tenure of the predecessors.
Article 13-3
Except as otherwise provided in the Company Act of the Republic of China, the board meeting should be convened by chairman and such chairman shall act as the chairman of the meeting. Any resolution of a Board of Directors' meeting shall be adopted at a meeting which at least general majority of the directors attend and at which meeting a general majority of the directors present vote in favor of such resolution.
Article 13-4
The convening of the board of directors shall state the reasons and notify the directors by the time limit prescribed by the securities authority 7 days prior through notification by e-mail or fax. But when there is an emergency, you can call it at any time.
Article 13-5
The Board may establish Audit, Compensation or other functions of Committee.
Article 14
In case the chair of the Board asks for leave or for other reason cannot exercise his power and authority, the deputy should be in accordance with Article 208 of the Company Act.
Article 15
Where a director is unable to attend a meeting of the Board, he may appoint another director to represent him by proxy. Each director may act as a proxy for one other director only. The meeting of the Board may be conducted in video conference and the directors who participate in the meeting through video conference are regarded as being present personally. The compensation to the directors is based on the peers’ level and will be paid no matter the Company is in profit or loss.
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Article 15-1
The Company may purchase liability insurance policies for directors during the tenure of their offices and within the scope of damages results from the performances of their official duties.
Article15-2
For the items that should be submitted to the board of directors in accordance with Article 14-3 of the Stock and Exchange Act, the independent directors should be present at the meeting in person and shall not be in proxy of non-independent directors. If any director expresses dissent and it shall be contained in the meeting minutes. If the independent director is not able to be present at the meeting in person to express his dissent, except for proper reasons, the director shall submit the written statements and shall be contained in the meeting minutes.
Chapter 5: President and Vice Presidents
Article 16
The Company shall have managerial officers. Appointment, removal and remuneration of the managerial officers shall be subject to the provisions of Article 29 of the Company Act.
Chapter 6: Accounting
Article 17
At the end of each fiscal year, the Board of Directors shall prepare the following statements and reports, and submit the same to the Audit Committee for examination thirty (30) days prior to the annual general meeting, and then shall submit the same to the annual general meeting for adoption: (1) Business Report; (2) Financial statements; (3) Proposal governing the distribution of profit or the making-up of losses.
Article 18
The surplus distribution or loss of the Company shall be paid after the end of each semi-annual accounting year. If there is a surplus in the first half of the accounting year, the distribution shall be as follows:
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Pay taxes;
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Make up for accumulated losses;
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Estimate the retention of employees and directors' compensation;
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A statutory surplus reserve of 10% is provided; however, when the statutory surplus accumulation has reached the total capital of the company, this is not the limit;
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To provide or revolve special surplus reserves in accordance with the company's operational needs and statutory requirements;
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If there is still surplus, plus the accumulated undistributed surplus in the previous period and the undistributed surplus adjustment in the current period, the board of directors proposes to distribute the proposal.
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If there is a surplus after the end of the accounting year, the distribution shall be as follows:
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Pay taxes;
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Make up for accumulated losses;
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A statutory surplus reserve of 10% is provided; however, when the statutory surplus accumulation has reached the total capital of the company, this is not the limit;
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To provide or revolve special surplus reserves in accordance with the company's operational needs and statutory requirements;
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If there is still surplus, plus the accumulated undistributed surplus in the previous period and the undistributed surplus adjustment in the current period, the board of directors proposes to distribute the proposal.
Because the Company is still in its growth stage, the dividend policy of the Company shall be determined pursuant to the factors, such as the economics, growth potential, sustainability, and long-term development. The steadiness and growth of dividends will be also taken into account. Cash dividends shall not be below ten percent (10%) of the total dividends, but when the cash dividends fall below NT$0.5 per share, dividends may stll be distributed in the form of stocks.
Article 18-1
If the company makes a profit in the current year, it shall pay no less than one percent of the employee's remuneration. The board of directors shall decide to distribute it by stock or cash, and the object of its issuance shall include control that meets certain conditions. Or a subordinate company employee, the certain conditions are set by the board of directors. In addition, the company was able to increase the amount of profit, and the board of directors decided to raise no more than one percent of the director's compensation. The employee compensation and the distribution of directors' compensation shall be reported to the shareholders' meeting. However, when the company still has accumulated losses, it should retain the amount of compensation in advance, and then pay the employees' compensation and directors' compensation according to the ratio of the above. The object of transfer of the company's purchase of shares, the issue of the employee's stock option certificate, the employee of the share purchase when the new shares are issued, and the issue of the new shares of the employee's rights are restricted, including the control or subordinate company employees who meet certain conditions. The board of directors has fixed it.
Chapter 7: Supplementary Articles
Article 19
In regard to all matters not provided for in these Articles of Incorporation, the Company Act shall govern.
Article 20
Article 20: This charter was enacted on September 19, 1984. The first amendment was on June 12, 1986. The second amendment was on July 22, 1986. The third amendment was made on March 16, 1989. The fourth amendment was on June 13,
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- The fifth amendment was made on July 27, 1992. The sixth amendment was made on October 1, 1992. The seventh amendment was made on June 20, 1994. The eighth amendment was made on April 27, 1996. The ninth amendment was made on September 13, 1996. The tenth amendment was made on January 31, 1997. The eleventh amendment was made on July 10, 1997. The twelfth amendment was made on September 27, 1997. The thirteenth amendment was made on June 21, 1998. The fourteenth amendment was made on November 2, 1998. The fifteenth amendment was made on March 18, 1999. The sixteenth amendment was made on April 24, 2000. The seventeenth amendment was made on June 12, 2001. The eighteenth amendment was made on May 30, 2002. The nineteenth amendment was made on May 6, 2003. The twentieth amendment was made on May 24, 2004. The twenty-first amendment was made on May 31, 2005. The twenty-second amendment was made on May 30, 2006. The twenty-third amendment was made on June 28, 2007. The twenty-fourth amendment was made on June 26, 2009. The twenty-fifth amendment was made on June 25, 2010. The twenty-sixth amendment was made on June 13, 2012. The twenty-seventh amendment was made on June 13, 2013. The twenty-eighth amendment was made on May 19, 2016. The twenty-ninth amendment was made on June 11, 2018. The thirty amendment was made on June 12, 2019. The third-first amendment was made on May 27, 2022
DISCLAIMER:
CATCHER’s Articles of Incorporation have been translated into English from the original Chinese version prepared and used in Taiwan, the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.
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ATTACHMENT VIII
Differences of the Amended Rules and Procedures of Shareholders’ Meeting
After amendment
Article 3
Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors. The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders meeting or 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting.
However, if a company's paid-in capital as at the end of a recent fiscal year amounted to NT$10 billion or more, or according to the register of shareholders at the shareholders’ meeting convened in the recent fiscal year, the Company’s foreign and mainland Chinese shareholding ratio recorded is more than 30%, the transmission of the aforementioned electronic files shall be completed 30 days before the date of the shareholders’ meeting. In addition, 15 days before the date of the shareholders meeting, the
Before amendment Article 3
Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors. The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders meeting or 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders meeting or 15 days before the date of the special shareholders meeting. In addition, 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and 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 Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
Below skipped
Remark
Paragraph 2 is newly added to keep shareholders aware of the change in the method of convening shareholders’ meetings.
Paragraph 3 is amended to enable foreign and mainland Chinese shareholders to read the relevant information of shareholders’ meeting at their earliest convenience.
Paragraph 2 is amended and paragraph 4 is newly added in order for shareholders to read meeting procedures and supplemental materials on the shareholders’ meeting date, regardless whether attending the meeting physically or by video.
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Company shall also have prepared the shareholders meeting agenda and 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 Company and the professional shareholder services agent designated thereby.
For the procedure manual and meeting supplementary materials mentioned in the preceding paragraph, the Company shall provide shareholders with reference in the following ways on the day of the shareholders' meeting:
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When a physical shareholders’ meeting is held, the aforementioned materials shall be distributed on the spot of the shareholders’ meeting.
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When convening a video-assisted shareholders' meeting, the aforementioned materials shall be distributed on the spot of the shareholders' meeting, and sent to the Platform for Shareholder Meetings with Video Conferencing as an electronic file.
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When holding a video shareholders’ meeting, the electronic file shall be transmitted to the Platform for Shareholder Meetings with Video Conferencing. Below skipped Article 4 For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one
| Article 4 | Paragraph 4 is newly | |
|---|---|---|
| For each shareholders’ meeting, a | added for a shareholder | |
| shareholder may appoint a proxy to | who entrusts a proxy to | |
| attend the meeting by providing | attend the shareholders' | |
| the proxy form issued by the | meeting, after a proxy | |
| Company and stating the scope of | form has been delivered to | |
| the proxy's authorization. | the Company, if the | |
| shareholder intends to | ||
| A shareholder may issue only one | attend the video | |
| proxyform and appoint onlyone | conference shareholders’ |
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proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company 5 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.
proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company 5 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.
meeting, a written notice of proxy cancellation shall be submitted to the Company 2 days before the meeting date.
After a proxy form has been delivered to the Company, 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 Company 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
After a proxy form has been delivered to the Company, 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 Company 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the video conference shareholders’ meeting, a written notice of proxy cancellation shall be submitted to the Company 2 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 Article 5 Paragraph 2 is newly The venue for a shareholders’ The venue for a shareholders’ added. When convening a meeting shall be the premises of meeting shall be the premises of video shareholders’ the Company, or a place easily the Company, or a place easily meeting, no restrictions on accessible to shareholders and accessible to shareholders and the venue apply. suitable for a shareholders’ suitable for a shareholders’ meeting. The meeting may begin meeting. The meeting may begin no earlier than 9 a.m. and no later no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall than 3 p.m. Full consideration shall be given to the opinions of the be given to the opinions of the independent directors with respect independent directors with respect to the place and time of the to the place and time of the meeting. meeting.
When convening a video shareholders’ meeting, no
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restrictions on the venue prescribed in the preceding paragraph apply.
Article 6
Paragraph 1-3 skipped The Company shall specify in its shareholders meeting notices the time during which shareholder (including shareholders, solicitors, proxy) attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Article 6
Paragraph 1-3 skipped The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the 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.
Paragraph 2 is amended to stipulate the time for registration and pertinent procedures for shareholders participating in shareholders’ meetings by video.
Paragraph 7 is amended to specify the registration deadline for shareholders who would like to attend shareholders’ meeting by video conferencing.
Paragraph 8 is amended for shareholders participating in shareholders’ meetings by video conferencing to read meeting procedures, annual report and other pertinent information.
When convening a video shareholders' meeting, registration should be accepted on the Platform for Shareholder Meetings with Video Conferencing 30 minutes before the start of the meeting. Shareholders who have completed the registration shall be deemed to have attended the shareholders' meeting in person.
Shareholders who would like to attend the video shareholders’ meeting shall register with the Company 2 days before the shareholders’ meeting
When convening a video shareholders' meeting, the Company shall upload the meeting procedures, annual report and other pertinent information to the Platform for Shareholder Meetings with Video Conferencing 30
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| minutes before the start of the meeting and continue to disclose it until the end of the meeting. |
||
|---|---|---|
| Article 6-1 When convening a shareholders’ meeting by video conference, the Company shall state the following matters in the meeting notice: 1. The methods for shareholders to attend video shareholders’ meetings and excise their rights. 2. The measures, at least including the follows, to handle the problems occurring at the Platform for Shareholder Meetings with Video Conferencing caused by natural disasters, incidents or order force majeure events: The time period needed if the aforementioned problems continue and cannot be resolved, causing the meeting to be postponed or resumed later, and the date of the meeting if it is to be postponed or resumed. Shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the postponed or resumed meeting. For a video-assisted shareholders’ meeting, if the video conference cannot be continued, after deducting the number of shares attending the shareholders’ meeting by video, the total number of shares attending the shareholders’ meeting reaches the statutory quota for convening a shareholders’ meeting, the meeting should continue. The number of share of the shareholders attending by video shall be included in the total number of shares of shareholderspresent,but their |
Article 6-1 is newly added in order for shareholders to be fully aware of their pertinent rights and restrictions before the shareholders’ meetings. |
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votes to all resolutions of the shareholders' meeting shall be regarded as abstention.
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Handling methods in the event that all the motions have been announced, but no provisional motion has been made
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Proper alternative measures provided to shareholders having difficulty in attending shareholders’ meetings by video.
Article 8
The Company, 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 1 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.
Article 8
The Company, 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 1 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.
Paragraph 3 and paragraph 4 are newly added referring to Article 183 of the Company Act and Article of 18 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies
When convening a shareholders’ meeting by video conference, the Company shall record and retain information including shareholders’ registration, attendance, raising questions, voting, vote counting, voting results and so forth, and shall record audio and video continuously until the end of the meeting.
The Company shall properly retain the aforementioned information and audio/video recording for the duration of the existence of the Company, and shall provide the audio/video recording to the party(ies) entrusted with video
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conference services for preservation.
Article 9
Attendance at shareholders’ meetings shall be calculated based on number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or sign-in cards handed in and the shares reported by the Platform for Shareholder Meetings with Video Conferencing, 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 announce the number of shares with no voting rights, the number of shares representing the attendance, and so forth.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
The Company shall announce the video shareholders’ meeting fails to be convened on the Platform for Shareholder Meetings with Video Conferencing
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
Article 9
Attendance at shareholders’ meetings shall be calculated based on number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or sign-in cards handed in 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. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
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 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 1 month.
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
Paragraph 1 is amended to include the shares of the shareholders reporting via the Platform for Shareholder Meetings with Video Conferencing.
Paragraph 3 is amended to immediately inform shareholders who attend video shareholders’ meeting of the adjourn of the meeting.
Paragraph 4 is amended. Under a tentative resolution where another shareholders meeting will be convened, shareholders who would like to participate in the shareholders’ meeting by video shall register with the Company.
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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 1 month. Shareholders who would like to participate in a video shareholders’ meeting by video shall re-register with the Company in accordance with Paragraph 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 CompanyAct. |
tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act. |
|
|---|---|---|
| Article 11 Paragraphs 1-4 skipped. 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. Shareholders participating in a video shareholders’ meeting by video are allowed to raise questions in text on the Platform for Shareholder Meetings with Video Conferencing, after the chair announces the start of the meeting until the adjournment. The number of questions asked for each proposal shall not exceed two times, no more than 200 words each time. The provisions of Paragraph 1-5 shall not apply. |
Article 11 Paragraphs 1-4 skipped. 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. |
Paragraph 7 is newly added to stipulate the methods, procedures and restrictions for shareholders who participate in and ask questions at video shareholders’ meetings. |
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Article 13
Paragraph 1-2 skipped. A shareholder intending to exercise
voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 5 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, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Company, by the same means by which the voting rights were exercised, 2 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.
Paragraph 5-6 skipped.
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 Company.
Vote counting for shareholders
Article 13
Paragraph 1-2 skipped. A shareholder intending to exercise
voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 5 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, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Company, by the same means by which the voting rights were exercised, 2 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.
Paragraph 5-6 skipped.
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 Company.
Vote counting for shareholders
Paragraph 9 and paragraph 10 are newly added in order to provide sufficient voting time for shareholders who participate in video shareholders’ meeting by video.
Paragraph 11 is newly added to specify the pertinent procedures for shareholders who have registered to attend the shareholders’ meeting by video but who wish to attend the physical shareholders' meeting in person.
Paragraph 12 is amended to protect shareholders who exercise voting rights both in writing and electronically.
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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.
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 convening a video shareholders' meeting, shareholders participating by video shall conduct voting on various resolutions and elections through the Platform for Shareholder Meetings with Video Conferencing after the chair announces the start of the meeting, and shall complete the voting before the chair announces the close of voting. Those who exceed the time limit will be deemed a waiver.
When the shareholders' meeting is convened by video conference, after the chair announces the close of voting, the votes shall be counted at one time, and the voting and election results shall be announced.
When the company holds a video shareholders’ meeting, shareholders who have registered to attend the shareholders' meeting by video in accordance with the provisions of Article 6, but who wish to attend the physical shareholders' meeting in person, shall revoke the registration in the same manner as for the registration 2 days before the shareholders' meeting; Those who fail to revoke within the time limit can only attend the shareholders' meeting by video conferencing.
Shareholders who exercise voting rights in writing or electronically
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without revoking their intentions while participating in the shareholders' meeting by video shall not exercise their voting rights on the original proposal or propose amendments to the original proposal or exercise the voting rights for amendments to the original proposal, except for temporary motions.
Article 15 Paragraph 1-2 skipped.
The meeting minutes shall accurately record the year, month, day, and place of the shareholders’ meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including statistical weighting). In the election of directors, the number of votes received by each candidate shall be disclosed, with the information retained for the duration of the existence of the Company.
When a shareholders' meeting is convened by video conference, in addition to the matters to be recorded in accordance with the provisions of the preceding paragraph, the meeting shall record the start and end time of the shareholders' meeting, the method of convening the meeting, the names of the chairman and recorders, and measures taken against as well as the outcome when the Platform for Shareholder Meetings with Video Conferencing is blocked or shareholders fail to participate in the video shareholders’ meeting due to natural disasters, incidents or other force majeure.
When the Company convenes a video shareholders’ meeting, in
| Article 15 | Paragraph 3 is newly | |
|---|---|---|
| Paragraph 1-2 skipped. | added to disclose the | |
| number of votes received. | ||
| The meeting minutes shall | ||
| accurately record the year, month, | Paragraph 4 is newly | |
| day, and place of the meeting, the | added to help shareholders | |
| chair's full name, the methods by | be fully aware of the video | |
| which resolutions were adopted, | shareholders’ meeting | |
| and a summary of the deliberations | results, the alternative | |
| and their results, and shall be | measures provided to | |
| retained for the duration of the | shareholders having digital | |
| existence of the Company. | gap, as well as the | |
| methods adopted to handle | ||
| disconnection problems | ||
| during the video | ||
| shareholders’ meeting and | ||
| the resulting outcome. | ||
| Paragraph 5 is newly | ||
| added for the Company to | ||
| specify in the meeting | ||
| minutes the alternative | ||
| measures provided to | ||
| shareholders who have | ||
| difficulty in participating | ||
| in video shareholders’ | ||
| meetings. |
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addition to complying with the provisions of the preceding paragraph, it shall also specify in the meeting minutes the alternative measures provided to shareholders who have difficulty in participating in video shareholders’ meetings. Article 16
On the day of a shareholders’ meeting, the Company 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 shares of shareholders who attend the shareholders’ meeting in writing or electrically, and shall make an express disclosure of the same at the place of the shareholders’ meeting.
When the shareholders' meeting is held by video conference, the Company shall upload the aforesaid information to the Platform for Shareholder Meetings with Video Conferencing at least 30 minutes before the start of the meeting, and continue to disclose it until the end of the meeting.
When announcing to hold a video shareholders' meeting, the Company shall disclose the total number of shares of the attending shareholders on Platform for Shareholder Meetings with Video Conferencing. The same shall apply if the total number of shares and voting rights of the attending shareholders are counted 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 regulations, the Company shall upload the content
| Article 16 | Article 16 is newly added |
|---|---|
| On the day of a shareholders’ | Paragraph 1 is newly |
| meeting, the Company shall | added in order to keep |
| compile in the prescribed format a | shareholders aware of the |
| statistical statement of the number | number of shares acquired |
| of shares obtained by solicitors | by the solicitor, the |
| through solicitation and the | number of shares |
| number of shares represented by | represented by the proxy, |
| proxies, and shall make an express | and the number of shares |
| disclosure of the same at the place | attended by written or |
| of the shareholders’ meeting. | electronic means, the |
| Company shall clearly | |
| If matters put to a resolution at a | disclose the pertinent |
| shareholders’ meeting constitute | information at the place of |
| material information under | the shareholders’ meeting. |
| applicable laws or regulations or | If the Company holds a |
| under Taiwan Stock Exchange | video shareholders’ |
| Corporation regulations, the | meeting, it shall upload the |
| Company shall upload the content | aforementioned |
| of such resolution to the MOPS | information to the |
| within the prescribed time period. | Platform for Shareholder |
| Meetings with Video | |
| Conferencing | |
| Paragraph 2 is newly | |
| added. | |
| To keep the shareholders | |
| participating in the video | |
| shareholders’ meeting | |
| simultaneously aware of | |
| whether the shareholders’ | |
| attendance rights have | |
| reached the threshold for | |
| convening the | |
| shareholders’ meeting, the | |
| Company shall upload the | |
| total number of shares of | |
| the shareholders present to | |
| the Platform for | |
| Shareholder Meetings with | |
| Video Conferencing, and | |
| continue to disclose | |
| information pertinent to | |
| the total number of shares |
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| of such resolution to the MOPS within the prescribed time period. |
and voting rights of the shareholders present duringthe meeting. |
|
|---|---|---|
| Article 19 When the shareholders' meeting is held by video conference, the Company shall immediately disclose the voting results of various resolutions and election results on the Platform for Shareholder Meetings with Video Conferencing as Assistance in accordance with regulations, and shall continue to disclose the aforementioned information for at least 15 minutes after the chairman announces the adjournment of the meeting. |
Article 19 is newly added to regulate sufficient time for information disclosure in order to allow shareholders who attend a video conference shareholders’ meeting to immediately acknowledge the resolution and voting and election results. |
|
| Article 20 When the Company holds a video shareholder meeting, the chairman and recorder should be in the same place. |
Article 20 is newly added for shareholders’ meetings held by video conference and with no physical meeting place. |
|
| Article 21 For a shareholders’ meeting convened by video conference, when the Platform for Shareholder Meetings with Video Conferencing or participation by video conference is blocked due to natural disasters, incidents or other force majeure events, and if the situation lasts for more than 30 minutes, before the chairman announces the adjournment of the meeting, it shall be postponed or renewed within five days, and Article 182 of the Company Act does not apply. When a shareholders’ meeting is postponed or renewed as prescribed in the preceding paragraph, shareholders who have not registered to participate in the original shareholders' meeting by video conferencing shall not participate in the extension or continuation of the meeting. In accordance with theprovisions |
Article 21 is newly added. Paragraph 1 is newly added. For a shareholders’ meeting convened by video conference, when the Platform for Shareholder Meetings with Video Conferencing or participation by video conference is blocked due to natural disasters, incidents or other force majeure events, and if the situation lasts for more than 30 minutes, before the chairman announces the adjournment of the meeting, it shall be postponed or renewed within five days, and Article 182 of the Company Act does not apply. When a video shareholders’ meeting cannot be convened due to individual intentional or negligent failure bythe |
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| of Paragraph 1 whereby the shareholders’ meeting should be adjourned or resumed, shareholders who have registered to participate in the original shareholders’ meeting by video and have completed the registration, but who have not participated in the postponed or resumed meeting, their shares entitled for attending the original shareholders’ meeting, shares with voting rights and shares with election rights which have been exercised shall be included in the total number of shares, shares with voting rights and shares with election rights for the shareholders participating in the postponed or resumed shareholders’ meeting. When the shareholders meeting is postponed or reconvened in accordance with the provisions of Paragraph 1, the resolutions for which the voting and counting of votes have been completed, and the voting results or the list of elected directors are announced, do not need to be re-discussed or resolved. When a video shareholders’ meeting cannot be continued under the situations as stated in the provision of Paragraph 1, after deducting the number of shares attended by video conference, if the total number of shares attended still reaches the statutory quota for convening a shareholders' meeting, the meeting shall continue, with no need to postpone or renew the meeting in accordance with the Paragraph 1. In the event that the meeting should be continued as prescribed in the preceding paragraph, for the shareholders who participate in the shareholders' meetingbyvideo |
Company, the Platform for Shareholder Meetings with Video Conferencing, shareholders, solicitors or proxy, Paragraph 1 does not apply. Paragraph 2 is newly added. When a shareholders’ meeting is postponed or renewed as prescribed in Paragraph 1, in accordance with Paragraph 2 of Article 44-20 of Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders (including solicitors and proxy) who have not registered to participate in the original shareholders' meeting by video conferencing shall not participate in the extension or continuation of the meeting. Paragraph 3 is newly added. When a shareholders’ meeting should be adjourned or resumed, in accordance with Paragraph 3 of Article 44-20 of Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders (including solicitors and proxy) who have registered to participate in the original shareholders’ meeting by video and have completed the registration, but who have not participated in the postponed or resumed meeting, their shares entitled for attendingthe |
|
|---|---|---|
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| conference, the number of their shares shall be included in the total number of shares attended, but their votes to all resolutions of the shareholders' meeting shall be regarded as abstention. The Company shall postpone or renew the shareholders’ meeting in accordance with the provisions of Paragraph 1, and shall handle the relevant matters, including the date of the shareholders’ meeting and pre-works, in accordance with the provisions set forth in Paragraph 7 of Article 44-27 of the Regulations Governing the Administration of Shareholder Services of Public Companies and the provisions of each of these articles. When a video shareholders’ meeting is postponed, with regard to the meeting period prescribed in the latter paragraph of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Paragraph 2 of Article 44-5, Article 44-15, and Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or renew the date of the shareholders' meeting in accordance with the provisions of Paragraph 1. |
original shareholders’ meeting, shares with voting rights and shares with election rights which have been exercised shall be included in the total number of shares, shares with voting rights and shares with election rights for the shareholders participating in the postponed or resumed shareholders’ meeting. Paragraph 4 is newly added. To reduce meeting time and save costs, when the shareholders meeting is postponed or reconvened, the resolutions for which the voting and counting of votes have been completed, and the voting results or the list of elected directors are announced, do not need to be re-discussed or resolved. Paragraph 5 is newly added. A video shareholders’ meeting is convened simultaneously with a physical shareholders’ meeting. When a video shareholders’ meeting cannot be continued in the force majeure events, after deducting the number of shares attended by video conference, if the total number of shares attended still reaches the statutory quota for convening a shareholders' meeting, the meeting shall continue, with no need to postpone or renew the meeting in accordance with the Paragraph 1. |
|
|---|---|---|
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Paragraph 6 is newly added. In the event that the shareholders’ meeting should be continued, in accordance with Paragraph 5 of Article 44-20, for the shareholders who participate in the shareholders' meeting by video conference, the number of their shares shall be included in the total number of shares attended, but their votes to all resolutions of the shareholders' meeting shall be regarded as abstention. Paragraph 7 is newly added considering the postponed or renewed shareholders’ meeting is identical to the original shareholders’ meeting, there is no need to redo the pre-works prescribed in Paragraph 7, Article 44-27 of the Regulations Governing the Administration of Shareholder Services of Public Companies Paragraph 8 is newly added. When a video shareholders’ meeting is postponed, with regard to the meeting period prescribed in the latter paragraph of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Paragraph 2 of Article 44-5, Article 44-15 and
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| Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or renew the date of the shareholders' meeting in accordance with the provisions of Paragraph 1 and disclose the items which are required to be publically disclosed to shareholders on the date of the postponed or renewed shareholders’ meeting. |
||
|---|---|---|
| Article 22 When the company convenes a video shareholders’ meeting, it shall provide appropriate alternatives for shareholders who have difficulty in attending the shareholders’ meeting by video. |
Article 22 is newly added. For shareholders having digital gap to attend video shareholders’ meetings, appropriate alternative measures should be provided, such as exercising voting rights in writing or providing necessary equipment to rent. |
|
| Article 23 These Rules and Procedures shall come into force after being approved by the shareholders' meeting, and the same shall apply to amendments. |
Article 23 These Rules and Procedures shall come into force after being approved by the shareholders' meeting, and the same shall apply to amendments. |
Article 23 is rearranged in order due to the addition of articles |
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ATTACHMENT IX
Differences of Amended Rules or Procedures for Acquisition or Disposal of Assets
After amendment Before amendment Remark Article 5 Professional Article 5 Professional 1. Amend the text to clarify the appraisers and their officers, appraisers and their officers, procedures and responsibilities CPAs, attorneys, and securities CPAs, attorneys, and securities that external experts should underwriters that provide the underwriters that provide the follow. Company and its subsidiaries Company and its subsidiaries 2. In view of the fact that the with appraisal reports, CPA's with appraisal reports, CPA's work of experts to issue opinions, attorney's opinions or opinions, attorney's opinions valuation reports or rationality underwriter's opinions shall or underwriter's opinions shall opinions is not the work of meet the following meet the following auditing financial reports, the requirements: requirements: wording of “examination” cases 1. Must not have previously 1. Must not have previously is revised to “enforcement” received a final and received a final and cases. unappeasable sentence to unappeasable sentence to 3. In order to conform to the imprisonment for 1 year or imprisonment for 1 year or actual evaluation situation of the longer for a violation of the Act, longer for a violation of the experts on the data sources and the Company Act, the Banking Act, the Company Act, the parameters used, the text of the Act of the Republic of China, Banking Act of the Republic of evaluation " integrity, the Insurance Act, the Financial China, the Insurance Act, the rationality, and accuracy " is Holding Company Act or the Financial Holding Company revised to “rationality, and Business Entity Accounting Act Act or the Business Entity adequacy ".
-
Must not have previously received a final and unappeasable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of the Republic of China, the Insurance Act, the Financial Holding Company Act or the Business Entity Accounting Act or for fraud, breach of trust, embezzlement, forgery of documents or occupational crime. However, this provision does not apply if 3 years have already passed since the completion of service of the sentence, the expiration of the period of a suspended sentence or if a pardon was received.
-
Must not have previously received a final and unappeasable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of the Republic of China, the Insurance Act, the Financial Holding Company Act or the Business Entity Accounting Act or for fraud, breach of trust, embezzlement, forgery of documents or occupational crime. However, this provision does not apply if 3 years have already passed since the completion of service of the sentence, the expiration of the period of a suspended sentence or if a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers
-
May not be a related party or de facto related party of any party to the transaction. 3. If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.
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The personnel referred to in the preceding paragraph shall comply with the self-discipline regulations of the association which it belongs and the following when issuing an appraisal report or opinion:
-
They shall prudently assess their own professional capabilities, practical experience, and independence prior to accepting a case.
-
They shall appropriately plan and execute adequate working procedures in order to produce a conclusion to be used as the basis for issuing the appraisal report or opinion when examining a case. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
-
They shall undertake an item-by-item evaluation of the rationality, and adequacy of the sources of data used the parameters, and the information to be used as the basis for issuing the appraisal report or the opinion.
-
They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations.
may not be related parties or de facto related parties of each other.
The personnel referred to in the preceding paragraph shall comply with the following terms when issuing an appraisal report or opinion:
-
They shall prudently assess their own professional capabilities, practical experience, and independence prior to accepting a case.
-
They shall appropriately plan and execute adequate working procedures in order to produce a conclusion to be used as the basis for issuing the appraisal report or opinion when auditing a case. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
-
They shall undertake an item-by-item evaluation of the integrity, rationality, and accuracy of the sources of data used the parameters, and the information to be used as the basis for issuing the appraisal report or the opinion.
-
They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion that they have evaluated and found that the information used is integrate and accurate, and that they have complied with applicable laws and regulations.
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Article 6 The procedures for acquiring or disposing of real property, equipment or its right-of-use assets:
-
(Skipped) 2. (Skipped)
-
(Skipped)
-
Evaluation Reports of Real Property, Equipment or Right-of-use Assets If the transaction amount for the acquisition or disposal of real property or equipment by the Company, excluding transactions with domestic government agencies, construction of local land, construction of land leases or the acquisition or disposal of equipment or right-of-use assets for business use, reaches 20% of the Company’s paid-in capital or more than NT$300 million, the appraisal report issued by the professional appraiser shall be obtained before the date of occurrence and shall follow the procedures below:
(1) The transaction shall be submitted for approval in advance by the Board of Directors where due to special circumstances it is necessary to give a limited price, specified price, or a special price for use as reference in determining the transaction price; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
(2) Appraisals from two or more professional appraisers
Article 6 The procedures for acquiring or disposing of real property, equipment or its right-of use assets:
-
(Skipped) 2. (Skipped) 3. (Skipped)
-
Evaluation Reports of Real Property, Equipment or Right-of-use Assets
If the transaction amount for the acquisition or disposal of real property or equipment by the Company, excluding transactions with domestic government agencies, construction of local land, construction of land leases or the acquisition or disposal of equipment or right-of-use assets for business use, reaches 20% of the Company’s paid-in capital or more than NT$300 million, the appraisal report issued by the professional appraiser shall be obtained before the date of occurrence and shall follow the procedures below:
(1) The transaction shall be submitted for approval in advance by the Board of Directors where due to special circumstances it is necessary to give a limited price, specified price, or a special price for use as reference in determining the transaction price; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. (2) Appraisals from two or more professional appraisers
- In order to clarify the procedures and responsibilities that external experts should follow, it is stipulated that professional appraisers and their appraisers, accountants, lawyers or securities underwriters issue appraisal reports or opinions, except that the current matters that should be handled when undertaking and executing cases , and should be handled in accordance with the
self-discipline norms of the respective trade associations to which they belong, and the relevant words in the bulletin that accountants should follow the auditing standards are deleted.
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shall be obtained when the transaction amount is NT$ 1 billion or more.
(3) If a professional appraiser's appraisal meets any of the following conditions, a CPA shall be retained to handle the matter unless the appraisal result of the assets acquired is higher than the transaction amount, or the appraisal result of the disposed asset is a lower than the transaction amount, a CPA shall express specific opinions on the reasons for the difference and the transaction
price:
I. The difference between the appraisal result and the transaction amount is more than 20% of the transaction amount. II. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
(4) The difference in the date of reports presented by the professional appraiser and the date of entering into contracts shall not be more than three months. An opinion may still be issued by the original professional appraiser if the publicly announced current value for the same period is used and six months have not yet elapsed.
(5) The evidence issued by the court may be substituted for the appraisal report or the CPA's opinion when the Company and its subsidiaries acquire or dispose of assets through court
shall be obtained when the transaction amount is NT$ 1 billion or more.
If a professional appraiser's appraisal meets any of the following conditions, a CPA shall be retained to handle the matter according to the Statement on Auditing Standards No. 20 published by the Accounting Research and Development Foundation in Taiwan unless the appraisal result of the assets acquired is higher than the transaction amount, and shall express specific opinions on the reasons for the difference and the transaction price:
I. The difference between the appraisal result and the transaction amount is more than 20% of the transaction amount.
II. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
(3) The difference in the date of reports presented by the professional appraiser and the date of entering into contracts shall not be more than three months. An opinion may still be issued by the original professional appraiser if the publicly announced current value for the same period is used and six months have not yet elapsed.
(4) The evidence issued by the court may be substituted for the appraisal report or the CPA's opinion when the Company and
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| auction procedures. (6) The calculation of the transaction amounts mentioned above shall be made in accordance with Article 13-1, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. |
its subsidiaries acquire or dispose of assets through court auction procedures. (5) The calculation of the transaction amounts mentioned above shall be made in accordance with Article 13-1, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. |
|
|---|---|---|
| Article 7 Procedures for Acquisition or Disposal of Marketable Securities Investment: 1. (Skipped) 2. (Skipped) 3. (Skipped) 4. Obtain Expert Opinion (1) The Company and its subsidiaries shall, prior to the date of the acquisition or disposal of securities, obtain financial statements of the issuing company for the most recent period certified or reviewed by a CPA for reference in appraising the transaction price. If the dollar amount of the transaction is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the |
Article 7 Procedures for Acquisition or Disposal of Marketable Securities Investment: 1. (Skipped) 2. (Skipped) 3. (Skipped) 4. Obtain Expert Opinion (1) The Company and its subsidiaries shall, prior to the date of the acquisition or disposal of securities, obtain financial statements of the issuing company for the most recent period certified or reviewed by a CPA for reference in appraising the transaction price. If the dollar amount of the transaction is 20 % of the Company's paid-in capital or NT$300 million or more, the Company shall engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the |
The reason for the amendment is the same as Article 6. |
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| transaction price. However, this does not apply if the securities are publicly quoted in an active market or otherwise stipulated by the Financial Supervisory Commission. (2) Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or certified public accountant opinion. (3) The calculation of the transaction amounts mentioned above shall be made in accordance with Article 13-1-8, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. |
transaction price. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. This requirement does not apply, however, to publicly quoted prices of securities that have an active market or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). (2) Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or certified public accountant opinion. (3) The calculation of the transaction amounts mentioned above shall be made in accordance with Article 13-1-8, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. |
|
|---|---|---|
| Article 8 The procedures for acquisition or disposal of assets or right-of-use assets by the Company from or to a related party: 1. (Skipped) 2. Evaluation and Operating Procedures |
Article 8 The procedures for acquisition or disposal of assets or right-of-use assets by the Company from or to a related party: 1. (Skipped) 2. Evaluation and Operating Procedures |
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If the Company and its subsidiaries intend to acquire or dispose of real property to a related party or if it intends to acquire or dispose of assets other than real property to a related party, and the transaction amount either reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets or NT$300 million or more, except in the trading of government bonds, bonds under reverse repurchase and repurchase agreement or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been recognized by the Company's Audit Committee and approved by the Board of Directors:
(1) The purpose, the necessity, and the anticipated benefits of the acquisition or the disposal of assets.
(2) The reason for selecting the related party as a trading counterparty.
(3) Information regarding the appraisal of the reasonableness of the preliminary transaction terms as per Article 3.1 and Article 3.4 for the acquisition of real property or right-of-use assets from a related party.
(4) The acquisition date and price by the related party, the trading counterparty, and the relationship with the trading counterparty and the Company.
If the Company and its subsidiaries intend to acquire or dispose of real property to a related party or if it intends to acquire or dispose of assets other than real property to a related party, and the transaction amount either reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets or NT$300 million or more, except in the trading of government bonds, bonds under reverse repurchase and repurchase agreement or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been recognized by the Company's Audit Committee and approved by the Board of Directors:
(1) The purpose, the necessity, and the anticipated benefits of the acquisition or the disposal of assets.
(2) The reason for selecting the related party as a trading counterparty.
(3) Information regarding the appraisal of the reasonableness of the preliminary transaction terms as per Article 3.1 and Article 3.4 for the acquisition of real property or right-of-use assets from a related party.
(4) The acquisition date and price by the related party, the trading counterparty, and the relationship with the trading counterparty and the Company.
- Strengthening the management of related party transactions: In consideration of the major international capital market norms, the public company or its subsidiary that is not a domestic public company acquires or disposes of assets from related parties, and the transaction amount reaches % of the total assets of the public company. If it is more than ten, the public offering company shall submit the relevant information to the shareholders' meeting for approval before doing so. In the case of a non-public offering subsidiary, it shall submit the matters
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(5) Monthly cash forecast for the year commencing from the anticipated month of contract signing, and the evaluation of the necessity of the transaction and rationality for the
application of funds. (6) Appraisal reports from professional appraisers or the CPA's opinions.
(7) Restrictive terms and other important covenants associated with the transaction. With respect to the types of transactions listed below, when to be conducted between the Company and its subsidiaries or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's Board of Directors may, pursuant to Article 8-2, delegate the Chairperson of the Board to decide such matters when the transaction is within a certain amount, and have the decisions subsequently submitted to and ratified by the Company’s next Board of Directors meeting:
I. Acquisition or disposal of equipment or right-of-use assets held for business use.
II. Acquisition or disposal of real property right-of-use assets held for business use. Independent directors have been established in accordance with the provisions of this Act, the opinions of each independent director shall be fully considered when submitting the matter to the Board of Directors for discussion in accordance with the regulations. Any
(5) Monthly cash forecast for the year commencing from the anticipated month of contract signing, and the evaluation of the necessity of the transaction and rationality for the application of funds.
(6) Appraisal reports from professional appraisers or the CPA's opinions.
(7) Restrictive terms and other important covenants associated with the transaction. With respect to the types of transactions listed below, when to be conducted between the Company and its subsidiaries or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's Board of Directors may, pursuant to Article 8-2, delegate the Chairperson of the Board to decide such matters when the transaction is within a certain amount, and have the decisions subsequently submitted to and ratified by the Company’s next Board of Directors meeting:
I. Acquisition or disposal of equipment or right-of-use assets held for business use.
II. Acquisition or disposal of real property right-of-use assets held for business use. Where independent directors have been established in accordance with the provisions of this Act, the opinions of each independent director shall be fully considered when submitting the matter to the board of directors for discussion in accordance with the
approved by the shareholders' meeting.
- In accordance with the aforementioned amendments, the calculation of the revised transaction amount is included in the transaction submitted to the shareholders' meeting for approval.
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dissenting opinions or reservations of independent directors shall be stated in the minutes of the board meeting. The establishment of an Audit Committee in accordance with regulations shall first be approved by more than half of all members of the audit committee, and a resolution of the board of directors shall be submitted. Agree to do so, and the resolutions of the Audit Committee shall be stated in the minutes of the board of directors.
All members of the audit committee referred to in the preceding paragraph and all directors referred to in the preceding paragraph shall be counted on the basis of the actual incumbents.
If the company or the company's subsidiary that is not a domestic public offering company has the first transaction, and the transaction amount is more than 10% of the company's total assets, the company shall submit the information listed in the first paragraph to the shareholders' meeting for approval. , before signing a transaction contract and making payment. However, transactions between the Company and its subsidiaries, or between subsidiaries, are not subject to this limitation. The calculation of the transaction amounts mentioned above shall be done in accordance with Article 13-1-8 of the Procedures and "within the preceding year" as used
regulations. Any dissenting opinions or reservations of independent directors shall be stated in the minutes of the board meeting. The establishment of an audit committee in accordance with regulations shall first be approved by more than half of all members of the audit committee, and a resolution of the board of directors shall be submitted. Agree to do so, and the resolutions of the Audit Committee shall be stated in the minutes of the board of directors.
All members of the audit committee referred to in the preceding paragraph and all directors referred to in the preceding paragraph shall be counted on the basis of the actual incumbents.
The calculation of the transaction amounts mentioned above shall be done in accordance with Article 13-1-8 of the Procedures and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been recognized by the Company's Audit Committee and approved by the Board of Directors need not be counted toward the transaction amount.
- (Skipped)
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| herein refers to the year preceding the date of occurrence of the current transaction. Items that have been recognized by the shareholders’ meeting, the Company's Audit Committee and approved by the Board of Directors need not be counted toward the transaction amount. 3. (Skipped) |
||
|---|---|---|
| Article 9 Procedures for acquiring or disposing of intangible assets or right-of-use assets or membership certificates are as follows: 1. (Skipped) 2. (Skipped) 3. (Skipped) 4. Execution Unit 5. Expert evaluation report on intangible assets, right-of-use assets or membership certificates (1) If the Company acquires or disposes of intangible assets, right-of-use assets or memberships, and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. (2) The calculation of the transaction amounts mentioned above shall be made in accordance with Article 13-1-8 and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been |
Article 9 Procedures for acquiring or disposing of intangible assets or right-of-use assets or membership certificates are as follows: 1. (Skipped) 2. (Skipped) 3. (Skipped) 4. Execution Unit 5. Expert evaluation report on intangible assets, right-of-use assets or membership certificates (1) If If the Company acquires or disposes of intangible assets, right-of-use assets or memberships, and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. (2) The calculation of the transaction amounts mentioned above shall be made in accordance with Article 13-1-8 and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items |
The reason for the amendment is the same as Article 6. |
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| obtained need not be counted toward the transaction amount. |
for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. |
|
|---|---|---|
| Article 11 Procedures for Acquisition or Disposal of Derivatives 1. (Omit) 2. (Omit) 3. Performance Assessment (1) Hedging Transaction I. Gains and losses generated by transactions of financial derivatives engaged in due to exchange and interest rate costs associated with the Company's accounts shall constitute the basis of performance assessments. II. The Company evaluates the profit and loss using the monthly evaluation method to fully control and express the evaluation risk of the transaction. III. The financial department shall provide foreign exchange position evaluation, foreign exchange market trends and market analysis to the management as management reference and instructions. (2) Transactions for Special Purposes The actual profit and loss are used as the performance evaluation basis, and the financial department must regularly report the parts to management as reference. 4. Setting of Maximum Contract Amount and Loss (1) Contract amount Type of Contract Non-trading Transactions Trading Transactions Total Amount of Contracts (toAnnual Operating Income )100% 30% Maximum Amount Limitation |
Article 11 Procedures for Acquisition or Disposal of Derivatives 1. (Omit) 2. (Omit) 3. Performance Assessment (1) Hedging Transaction I. Gains and losses generated by transactions of financial derivatives engaged in due to exchange and interest rate costs associated with the Company's accounts shall constitute the basis of performance assessments. II. The Company evaluates the profit and loss using the monthly evaluation method to fully control and express the evaluation risk of the transaction. III. The financial department shall provide foreign exchange position evaluation, foreign exchange market trends and market analysis to the CEO as management reference and instructions. (2) Transactions for Special Purposes The actual profit and loss are used as the performance evaluation basis, and the accounting department must regularly report the parts to management as reference. 4. Setting of Maximum Contract Amount and Loss (1) Contract amount Type of Contract Non-trading Transactions Trading Transactions Total Amount of Contracts (toAnnual Operating Income )100% 30% Maximum Amount Limitation |
Edit the text according to the company organization. |
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to All Contracts ( to Annual Operating Income ) 100% 15% Maximum Amount Limitation to Individual Contract 100% 15%
I. Non-trading Transactions The financial department should grasp the overall position of the company to avoid transaction risks. If the transaction amount exceeds the amount specified in the above table, the company should convene relevant personnel to review it.
II. Trading Transactions Based on the forecast of market changes, the finance department may formulate strategies as needed, and submit them to the management and the board of directors for approval before proceeding. If the total amount of the company's contract for the purpose of the company's transaction exceeds the amount specified in the above table, the company shall convene relevant personnel to review it.
to All Contracts ( to Annual Operating Income ) 100% 15% Maximum Amount Limitation to Individual Contract 100% 15%
I. Non-trading Transactions The financial department should grasp the overall position of the company to avoid transaction risks. If the transaction amount exceeds the amount specified in the above table, the company should convene relevant personnel to review it.
II. Trading Transactions Based on the forecast of market changes, the finance department may formulate strategies as needed, and submit them to the CEO and the board of directors for approval before proceeding. If the total amount of the company's contract for the purpose of the company's transaction exceeds the amount specified in the above table, the company shall convene relevant personnel to review it.
(2) Setting of Maximum Loss (2) Setting of Maximum Loss After the position is established, After the position is established, a stop-loss point should be set to a stop-loss point should be set to prevent excess losses. For the prevent excess losses. For the setting of the stop loss point, the setting of the stop loss point, the ratio specified in the above table ratio specified in the above table is the upper limit. If the loss is the upper limit. If the loss limit is exceeded, the company limit is exceeded, the company shall convene relevant personnel shall convene relevant personnel to review it in accordance with to review it in accordance with the provisions of this handling the provisions of this handling method, so as to control the risk method, so as to control the risk in a timely manner. in a timely manner. 5. (Omit) 5. (Omit) 6. (Omit) 6. (Omit) 7. (Omit) 7. (Omit) 8. (Omit) 8. (Omit) Article 13 Information Article 13 Information 1. Considering that the current Disclosure Procedures: Disclosure Procedures: public offering companies have 1. Matters, standards, and 1. Matters, standards, and been exempted from public terms to be announced and terms to be announced and announcements and declarations
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declared
(1) ~ (6) (Skipped)
(7) In instances where an asset transaction other than any of those referred to in the preceding six subparagraphs, the disposal of receivables by a financial institution or an investment in the Mainland China area reaches 20 percent or more of the Company's paid-in capital or NT$300 million except in the following circumstances:
I. Trading of domestic government bonds or foreign government bonds with a credit rating not lower than domestic sovereign rating. II. Securities trading on securities exchanges or OTC markets, subscription of foreign government bonds, subscription of ordinary corporate bonds, general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, subscription or redemption of index investment securities, subscription or redemption of securities investment trust funds or futures trust funds, subscription of securities by a securities firm as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange, and as done by professional investors. III. Trading of bonds under repurchase/resale agreements or subscription or redemption of domestic money market funds. (8) (Skipped)
declared
(1) ~ (6) (Skipped)
(7) In instances where an asset transaction other than any of those referred to in the preceding six subparagraphs, the disposal of receivables by a financial institution or an investment in the Mainland China area reaches 20 percent or more of the Company's paid-in capital or NT$300 million except in the following circumstances:
I. Trading of domestic government bonds. II. Securities trading on securities exchanges or OTC markets, subscription of ordinary corporate bonds, general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, subscription or redemption of securities investment trust funds or futures trust funds, subscription of securities by a securities firm as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange, and as done by professional investors. III. Trading of bonds under repurchase/resale agreements or subscription or redemption of domestic money market funds. (8) (Skipped)
for their trading of domestic public bonds, they may also be exempted from public announcements if their trading credit ratings of foreign public bonds are not lower than domestic sovereign rating. 2. Considering that the nature of foreign government bonds is simple, and the nature of index investment securities is similar to that of index stock funds, it is exempted from the announcement that investment professionals can purchase foreign government bonds, purchase or sell back index investment securities in the primary market.
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ATTACHEMENT X
List of Director Candidates
| Title | Name of Candidate | Educational Background and Working Experience | Shares held |
|---|---|---|---|
| Director | Shui-shu Hung | MD, Department of Medicine, National Taiwan University Chairman of Catcher Technology |
10,704,834 |
| Director | Tien-Szu Hung | High School General Manager & Director of Catcher Technology |
10,661,889 |
| Director | Shui Sung Hung | High School Director of Catcher Technology Supervisor of Yung Yu Investment Co., Ltd. |
10,283,871 |
| Director | Meng Huan Lei | MD, Department of Medicine, National Taiwan University Director of Catcher Technology Vice President of Medicine, Lotung Poh-Ai Hospital |
0 |
| Independent Director |
Wen-Che Tseng | EMBA, National Cheng Kung University Independent Director/Audit Commissioner/Remuneration Commissioner of Catcher Technology Executive VP/Director of the Tax Department, Deloitte & Touche |
0 |
| Independent Director |
Tsorng Juu Liang | Ph.D. in Electrical Engineering, University of Missouri Vice President, College of Electrical Engineering & Computer Science, National Cheng Kung University Independent Director/Audit Commissioner/Remuneration Commissioner of Catcher Technology |
0 |
| Independent Director |
Ming-Yang Cheng | Ph.D. in Electrical Engineering, University of Missouri Independent Director/Audit Commissioner/Remuneration Commissioner of Catcher Technology Professor, Electrical Engineering Department, National Cheng Kung University |
0 |
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ATTACHEMENT XI
Non-Competent Content for the Candidates of Directors
| Title of Candidate |
Name | Companies concurrently Invested or Operated by the Candidates |
Job Title |
|---|---|---|---|
| Director | Shui-shu Hung | NANOMAG INTERNATIONAL CO., LTD. | Legal person representative |
| STELLAG INTERNATIONAL CO., LTD. | |||
| CASTMATE INTERNATIONAL CO., LTD. | |||
| AQUILA INTERNATIONAL CO LTD. | |||
| GIGAMAG CO., LTD. | |||
| Kai Yi Investment Co., Ltd | Chairman | ||
| Director | Tien-Szu Hung | Chia-Wei Investment Co., Ltd. | Chairman |
| Catcher Technology (Suqian, China) | General Manager | ||
| Vito Technology (Suqian, China) | General Manager | ||
| Arcadia Technology (Suqian, China) | General Manager | ||
| Envio Technology (Suqian, China) | General Manager | ||
| Director | Shui Sung Hung (Representative of Yung Yu Investment Co., Ltd.) |
De-Neng Investment Co., Ltd. | Chairman |
| Independent Director |
Wen-Che Tseng | Hua Yu Lien Development Co., Ltd. | Independent Director |
| Goldsun Building Materials Co., Ltd. | Independent Director |
||
| KMC International Inc. | Independent Director |
||
| Independent Director |
Tsorng Juu Liang | Leadtrend Tech. Corp. | Advisor |
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APPENDIX I
Articles of Incorporation (Before Amendment)
Chapter 1: General Provisions
Article 1
The Company is organized as a company limited by shares and permanently existing in accordance with the Company Act of the Republic of China (the “Company Act”) and the Company’s English name is Catcher Technology Co., Ltd.
Article 2
The scope of business of the Company shall be as follows:
-
CA01090 Aluminum molding business
-
CA01150 Magnesium molding business
-
CA01990 Other non-metal business
-
CC01110 Computer and peripheral manufacturing business
-
CB01010 Machinery and equipment manufacturing business
-
F401010 International trade business
-
CA02080 Metal forging business
-
CB01990 Other mechanical manufacturing business
-
C805050 Industrial plastic manufacturing business
-
CA04010 Surface treatment business
-
CQ01010 Mode manufacturing business
-
ZZ99999 Except for permitted business, the Company may engage in other businesses not prohibited or restricted by laws or regulations
Article 2-1
The Company may handle endorsement and guaranty affairs in accordance with the Procedures for the Endorsement and Guaranty of the Company if there is any business need.
Article 2-2
The Company may invest in other businesses which have been approved by the board of directors. The total investment amount may exceed 40% of the total paid-in capital of the Company, which the regulations stated in Article 13 of the Company Act.
Article 3
The head office of the Company is located in Tainan City, Taiwan, the Republic of China (“R.O.C.”). Subject to the approval of the board of directors and, the Company may, if necessary, set up subsidiaries, branches, or branch offices within or outside the territory of the Republic of China.
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Article 4
Public announcements of the Company shall be made in accordance with the provisions of Article 28 of Company Act.
Chapter 2: Shares
Article 5
The registered capital of the Company shall be NT$10,000,000,000, divided into 1,000,000,000 common shares with a par value of NT$10 per share. All the shares shall be issued in increments.
A total of 23,000,000 shares shall be set aside from the aforementioned common shares for the use as employee Stock Warrants, and the board of directors are authorized to issue by increments.
Article 5-1
For issuance of Stock Warrants where the price is less than the market price (book value) of the Company shares, or where the price of the treasury stocks to be transferred to the employees is less than the average price of the repurchased shares, shareholders representing the majority of the issued shares shall be present and approval by at least 2/3 of the presenting shareholders shall be required.
Article 6
The shares of the company are registered in the form of signatures and seals on behalf of the directors of the company, signed and sealed by the directors, issued after the visa according to law, and may be merged and reissued with large denomination securities.
Article 6-1
Any affair with regard to the shares of the Company shall be handled in accordance with the Guidelines for Handling Stock Affairs by a Public Issuing Company.
Article 6-2
The Company may, pursuant to the applicable laws and regulations, deliver shares or other securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities. The Company shall arrange for such shares to be recorded by a centralized securities custodian institution.
Article 7
Registration for transfer of shares shall be suspended sixty days immediately before the date of general shareholders’ meeting, and thirty days immediately before the date of any extraordinary shareholders’ meeting, or within five days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.
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Chapter 3: Shareholders’ Meetings
Article 8
Shareholders’ meetings shall be of two types:
-
General meetings: Shall be convened annually by the Board within six months of the end of each fiscal year.
-
Extraordinary meetings: Shall be convened in accordance with the relevant laws, whenever necessary.
Article 9
The shareholder who cannot attend the shareholders’ meeting in person may present a proxy letter, in accordance to regulations, issued by the Company, stating scope of authorization and designating a proxy.
Article 10
Unless otherwise specified by the law, each shareholder of the Company shall be entitled to one vote for each share held.
Article 11
Except as otherwise provided in the relevant laws or the Company Act, any resolution of a shareholders' meeting shall be adopted at a meeting which at least general majority of the shareholders attend and at which meeting a general majority of the shareholders present vote in favor of such resolution.
Chapter 4: Board of Directors and Audit Committee
Article 12
The Company shall have seven to nine Directors. Directors shall be elected by adopting candidate nomination system as specified in Article 192-1 of the Company Law. The aforesaid Board of Directors must have no less than three independent directors and the number of independent directors shall not be less than 1/5 of the Board Members. The tenure of office of the directors will be three (3) years and they will be eligible for re-election. Directors shall be elected from a slate of director candidates at shareholders’ meetings. The nomination of directors and related announcement shall comply with the relevant regulations of the Company Law and the Securities and Exchange Law.
Article 12-1
More than half of the elected directors shall not have either one of the following relationships: 1. Spouse; 2. First-degree and second-degree relatives.
Article 12-2
If the elected directors are against Article 12-1, these elected directors with lower votes are ineligible.
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Article 12-3
The professional qualifications, restrictions on the shareholdings and concurrent positions held, and other matters with respect to independent directors shall be in compliance with applicable laws and regulations.
Article 12-4
In compliance with Article14-4 of the ROC Securities and Exchange Act, the Company shall establish an Audit Committee, which shall be consist of all independent directors and no less than 3 members. One of them should have expertise in accounting or finance and one of them should convene the committee. The Audit Committee shall be responsible for those functions of Supervisors specified under the Company Act, Securities and Exchange Act and other relevant regulations. The resolution should be approved by more than half of the audit committee members.
Article 13
The Company shall have a chair of the Board. The chair of the Board shall be elected by and among the directors by a majority of directors present at a meeting attended by more than two thirds of directors. The chair of the Board shall externally represent the Company.
Article 13-1
The Board of directors should be formed by the directors, and have the following functions and responsibilities:
-
Preparation of business report.
-
Proposing the earnings distribution or the making-up of losses.
-
Proposing the increase or reduction of capital.
-
Preparation of important procedures, rules, amendments, or agreements.
-
Appointment and removal of the president or vice presidents.
-
Approval of the investment in other businesses.
-
Establishment or abolishment of the branch offices.
-
Examination of business budgets and financial statement.
-
Appointment and removal of accountants.
-
Decision on the shareholders’ monetary claims or the technology or goodwill which the Company is in need to exchange with the Company’s shares within the authorized capital amount.
-
Decision on the Company’s issuance of new shares in exchange with other companies’ shares within the authorized capital amount.
-
The issuance of employees stock warrants.
-
Decision on repurchasing the shares of the Company and transferring to employees.
-
Other duties and powers granted by the law or by shareholders’ meeting.
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Article 13-2
In the case that vacancies on the Board of Directors exceed, for any reason, one third of the total number of the Directors or the discharge of all independent directors, then the Board of Directors shall convene a shareholders’ meeting within 60 days to elect new Directors to fill such vacancies in accordance with relevant laws, rules and regulations. The new Directors shall serve the remaining tenure of the predecessors.
Article 13-3
Except as otherwise provided in the Company Act of the Republic of China, the board meeting should be convened by chairman and such chairman shall act as the chairman of the meeting. Any resolution of a Board of Directors' meeting shall be adopted at a meeting which at least general majority of the directors attend and at which meeting a general majority of the directors present vote in favor of such resolution.
Article 13-4
The convening of the board of directors shall state the reasons and notify the directors by the time limit prescribed by the securities authority 7 days prior through notification by e-mail or fax. But when there is an emergency, you can call it at any time.
Article 13-5
The Board may establish Audit, Compensation or other functions of Committee.
Article 14
In case the chair of the Board asks for leave or for other reason cannot exercise his power and authority, the deputy should be in accordance with Article 208 of the Company Act.
Article 15
Where a director is unable to attend a meeting of the Board, he may appoint another director to represent him by proxy. Each director may act as a proxy for one other director only. The meeting of the Board may be conducted in video conference and the directors who participate in the meeting through video conference are regarded as being present personally. The compensation to the directors is based on the peers’ level and will be paid no matter the Company is in profit or loss.
Article 15-1
The Company may purchase liability insurance policies for directors during the tenure of their offices and within the scope of damages results from the performances of their official duties.
Article15-2
For the items that should be submitted to the board of directors in accordance with Article 14-3 of the Stock and Exchange Act, the independent directors should be present at the meeting in person and shall not be in proxy of non-independent directors. If any director expresses dissent
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and it shall be contained in the meeting minutes. If the independent director is not able to be present at the meeting in person to express his dissent, except for proper reasons, the director shall submit the written statements and shall be contained in the meeting minutes.
Chapter 5: President and Vice Presidents
Article 16
The Company shall have managerial officers. Appointment, removal and remuneration of the managerial officers shall be subject to the provisions of Article 29 of the Company Act.
Chapter 6: Accounting
Article 17
At the end of each fiscal year, the Board of Directors shall prepare the following statements and reports, and submit the same to the Audit Committee for examination thirty (30) days prior to the annual general meeting, and then shall submit the same to the annual general meeting for adoption:(1) Business Report; (2) Financial statements; (3) Proposal governing the distribution of profit or the making-up of losses.
Article 18
The surplus distribution or loss of the Company shall be paid after the end of each semi-annual accounting year. If there is a surplus in the first half of the accounting year, the distribution shall be as follows:
-
Pay taxes;
-
Make up for accumulated losses;
-
Estimate the retention of employees and directors' compensation;
-
A statutory surplus reserve of 10% is provided; however, when the statutory surplus accumulation has reached the total capital of the company, this is not the limit;
-
To provide or revolve special surplus reserves in accordance with the company's operational needs and statutory requirements;
-
If there is still surplus, plus the accumulated undistributed surplus in the previous period and the undistributed surplus adjustment in the current period, the board of directors proposes to distribute the proposal.
If there is a surplus after the end of the accounting year, the distribution shall be as follows:
-
Pay taxes;
-
Make up for accumulated losses;
-
A statutory surplus reserve of 10% is provided; however, when the statutory surplus accumulation has reached the total capital of the company, this is not the limit;
-
To provide or revolve special surplus reserves in accordance with the company's operational needs and statutory requirements;
-
If there is still surplus, plus the accumulated undistributed surplus in the previous period and the undistributed surplus adjustment in the current period, the board of directors proposes to distribute the proposal.
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Because the Company is still in its growth stage, the dividend policy of the Company shall be determined pursuant to the factors, such as the economics, growth potential, sustainability, and long-term development. The steadiness and growth of dividends will be also taken into account. Cash dividends shall not be below ten percent (10%) of the total dividends, but when the cash dividends fall below NT$0.5 per share, dividends may still be distributed in the form of stocks.
Article 18-1
If the company makes a profit in the current year, it shall pay no less than one percent of the employee's remuneration. The board of directors shall decide to distribute it by stock or cash, and the object of its issuance shall include control that meets certain conditions. Or a subordinate company employee, the certain conditions are set by the board of directors. In addition, the company was able to increase the amount of profit, and the board of directors decided to raise no more than one percent of the director's compensation. The employee compensation and the distribution of directors' compensation shall be reported to the shareholders' meeting. However, when the company still has accumulated losses, it should retain the amount of compensation in advance, and then pay the employees' compensation and directors' compensation according to the ratio of the above. The object of transfer of the company's purchase of shares, the issue of the employee's stock option certificate, the employee of the share purchase when the new shares are issued, and the issue of the new shares of the employee's rights are restricted, including the control or subordinate company employees who meet certain conditions. The board of directors has fixed it.
Chapter 7: Supplementary Articles
Article 19
In regard to all matters not provided for in these Articles of Incorporation, the Company Act shall govern.
Article 20
These Article of Incorporation were enacted on Sep. 19, 1984 and amended on Jun. 12, 1986 for the first time, on Jul 22, 1986 for the second time, on Mar. 16, 1989 for the third time, on Jun. 13, 1990 for the fourth time, on Jul. 27, 1992 for the fifth time, on Oct. 1, 1992 for the sixth time, on Jun. 20, 1994 for the seventh time, on Apr. 27, 1996 for the eighth time, on Sep. 13, 1996 for the ninth time, on Jan. 31, 1997 for the tenth time, on Jul 10, 1997 for the eleventh time, on Sep. 27, 1997 for the twelfth time, on Jun 21, 1998 for the thirteenth time, on Nov 2, 1998 for the fourteenth time, on Mar. 18, 1999 for the fifteenth time, on Apr. 24, 2000 for the sixteenth time, on Jun. 12, 2001 for the seventeenth time, on May 30, 2002 for the eighteenth time, on May 6, 2003 for the nineteenth time, on May 24, 2004 for the twentieth time, on May 31, 2005 for the twenty-first time, on May 30, 2006 for the twenty-second time, on June. 28, 2007 for
twenty-third time, on Jun. 26, 2009 for twenty-fourth time, on Jun. 25, 2010 for twenty-fifth time, on Jun. 13, 2012 for the twenty-sixth time, on Jun. 13, 2013 for the twenty-seventh time, on May 19, 2016 for the twenty-eighth time, on Jun. 11, 2018 for the twenty-ninth time, on Jun. 12, 2019 for the thirty time.
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DISCLAIMER: CATCHER’s Articles of Incorporation has been translated into English from the original Chinese version prepared and used in Taiwan, the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.
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APPENDIX II
Rules and Procedures of Shareholders’ Meeting (Before Amendment)
Article 1
To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Articles of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2
The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3
Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors. The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and 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 Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. Those shareholders who hold less than 1,000 shares of registered stock may be informed of the meeting notice 30 days in advance by means of posting a public announcement on the Market Observation Post System website. All shareholders shall be notified 15 days in advance when an extraordinary general meeting is convened. Those shareholders who hold less than 1,000 shares of registered stock may be notified 15 days in advance by means of posting a public announcement on the Market Observation Post System website. The subject of the meeting shall be explicitly stated in notices and public announcements. When the relevant parties grant their consent, notification may be performed using electronics means. The election or dismissal of directors, amendment to the Articles of Incorporation, the dissolution, merger, split up of the Company, or anything as stated in Article 185, Paragraph1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be stated as the causes of convention and shall not be
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proposed as special motions in the meeting. Shareholders holding at least 1% of the total number of issued shares may submit annual general meeting proposals to the Company in writing. Any proposal relates to Article 172, Paragraph1-4 of the Company Act shall not be accepted. The company shall publicly announce acceptance of shareholders' proposals, the place of acceptance, and the acceptance period before the book closure date prior to the annual general meeting. The acceptance period may be no shorter than 10 days. The proposal shall not exceed 300 characters in length (including punctuation marks), or the proposing shareholder shall not submit more than one proposal, and fail to comply with these requirements will cause the entire proposal being excluded from the Shareholders’ meeting. The proposing shareholder(s) or its designee shall attend the meeting and join the discussion. The Company shall notify those shareholders who submitted proposals of the results of process of the proposals prior to the notification of annual general meeting. If the shareholders’ proposals to be included in the meeting agenda according to the rule; such proposals shall be included in the agenda. With regard to any shareholder proposals not included in the meeting agenda, the Board shall include in the meeting handbook an explanation of why each proposal was not included.
Article 4
For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company 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 Company before 5 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. After a proxy form has been delivered to the Company, 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 Company before 2 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
The venue for a shareholders meeting shall be the premises of the Company, 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.
Article 6
The handbook of shareholders’ meeting, annual report, attendance pass, speaking slips, ballots, and other material should be provided to the shareholders in attendance. Shareholders and their proxies shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. Government or juristic shareholders may send more than one representative to a shareholders’ meeting. However,
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a juristic person attending a shareholders’ meeting as a proxy may send only one representative to attend. The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the 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.
Article 7
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, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as 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. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8
The Company, 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 1 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.
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 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. However, when the attending shareholders do not represent a majority of the total
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number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. 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 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 1 month. 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
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. 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 and call for a vote.
Article 11
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. 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
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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.
Article 12
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 52 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 Company, 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 3 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 shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When this Corporation holds a shareholders’ meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. 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. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 5 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, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 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 53 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 this 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,
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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 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 Company. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting 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.
Article 14
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected. 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 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 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 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 Company 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 results, and shall be retained for the duration of the existence of the Company.
Article 16
On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
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Article 17
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 this 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
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. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
DISCLAIMER: CATCHER’s Rules and Procedures of Shareholders’ Meeting have been translated into English from the original Chinese version prepared and used in Taiwan, the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.
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APPENDIX III
Rules for Election of Directors
Article 1
Unless otherwise provided in the Company Act or the Articles of Incorporation of the Company, the directors of the Company shall be elected in accordance with the rules specified herein.
Article 2
In election of directors of the Company, each share shall have voting rights equivalent to the number of seats to be elected and such voting rights can be combined to vote for one person or divided. In the election of directors of the Company, the names of voters may be represented by shareholders’ numbers.
Article 3
In the election of directors of the Company, candidates who acquire more votes should win the seats of directors. There should be more than half of the seats of the directors who are not the spouse of the second degree of kinship of each other.
Article 4
The qualification and election of the independent directors of the Company should be in accordance with Regulations Governing Appointment of Independent Directors and Compliance Matters of Public Companies and the Article 24 of Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.
Articles 5
If two or more persons acquire the same number of votes and the number of such persons exceeds the specified seats available, such person acquiring the same votes shall draw lots to decide who should win the seats available, and the Chairman shall draw lots on behalf of the candidate who is not present. If the elected director’s personal information is incorrect or unqualified according to the related regulations, the seat should be taken by the original person who acquires the number of votes next to the elected director.
Article 6
The shareholders on the shareholders’ list all have voting rights. If there’s designated representative of the corporate shareholder, it should be submitted in written form and be recorded on the shareholders’ list.
Article 7
The ballots should be prepared by the Board of Directors according to the shareholders’ numbers and indicates the number of voting rights of each shareholder.
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Article 8
At the beginning of the election, the Chairman shall appoint several persons to check and record the ballots.
Article 9
If the candidate is a shareholder of the Company, voters shall fill in the “candidate” column the candidate’s name and shareholder’s number and the number of the votes cast for such candidate. If the candidate is not a shareholder of the Company, voters shall fill in the “candidate” column the candidate’s name, the candidate’s ID number and the number of votes cast for such candidate. If the candidate is government agency or a legal entity, the full name of the government agency of the legal entity or the name(s) of their representative(s) should be filled in the column.
Article 10
Ballots shall be deemed void under the following conditions: (1) Ballots not prepared by the Company; (2) Ballot being filled in with two or more than two candidates; (3) Ballots with other written characters of symbols in addition to candidate’s name, shareholder’s number (ID number) and the number of votes cast for the candidate; (4) Ballots no placed in the ballot box in the specified period; (5) Illegible writing; (6) If the candidate is a shareholder of the Company, the name or shareholder’s name of the candidate filled in the ballot inconsistent with the shareholders’ register. If the candidate is not a shareholder of the Company, the name or ID number of the candidate filled in the ballot is incorrect; (7) The name of the candidates filled in the ballots being the same as another candidate’s name and the respective shareholder’s numbers (ID numbers) not being indicated to distinguish them; (8) Blank ballots not completed by the voter.
Article 11
The ballot box used for voting shall be prepared by the Company and checked in public by the person to check the ballots before voting.
Article 12
The ballots should be calculated during the meeting right after the vote casing and the results of the election should be announced by the Chairman at the meeting.
Article 13
The Board of the Directors shall issue notifications to the directors elected.
Article 14
Matters not specified herein shall be resolved in accordance with Company Act or the applicable laws or regulations. Article 15 These Rules and any revision thereof shall become effective after approval at the shareholders’ meeting.
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DISCLAIMER: CATCHER’s Rules for Election of Directors have been translated into English from the original Chinese version prepared and used in Taiwan, the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.
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APPENDIX IV
Shareholdings of All Directors
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As of March 29, 2022, Catcher has issued 729,753,068 shares or paid-in capital of NT$7,297,530,680.
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Calculated in accordance with Article 26 of the Securities and Exchange Act, excluding the shares held by independent directors, all directors are required to hold a minimum of 23,352,098 shares,
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The Company has set up an Audit Committee, thus the statutory shares held by supervisors as stipulated are not applicable.
As of March 29, 2022, all board members’ shareholdings are as follows:
| Position | Name | Number of shares |
Shareholding % |
|---|---|---|---|
| Chairman | Shui-Shu Hung | 10,704,834 | 1.47% |
| Director | Tien-Szu Hung | 10,661,889 | 1.46% |
| Director | Yung Yu Investment Co., Ltd. (Representative: Shui-SungHung) |
10,283,871 | 1.41% |
| Director | Mon-Huan Le | 0 | 0.00% |
| Independent Director | Wen-Che Tseng | 0 | 0.00% |
| Independent Director | Cong-Jhu Liang | 0 | 0.00% |
| Independent Director | Ming-Yang Chenng | 0 | 0.00% |
| All Directors | 31,650,594 | 4.34% |
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APPENDIX V
Other Items
1. Impact of Stock Dividend Distribution on Operating Results, Earnings per Share and Shareholders’ Return on Investment
Not Applicable
2. Shareholders’ Proposals for 2022 Shareholders’ Meeting
In accordance with Article 172-1 of the Company Act, each shareholder holding a stake of 1% or more may submit a written proposal, limited to 300 words, to the Company for its shareholders’ meeting. Shareholders submitting proposals shall attend the shareholders’ meeting in person or by proxy and participate in the discussion of the proposal.
Shareholders shall submit their proposals from 9:00 am to 16:00 pm, from March 14, 2022 to March 24, 2022. This processing period has been publically announced on the Market Observation Post System (MOPS), as legally required.
No proposals for 2022 shareholders’ meeting were received during the aforementioned processing period.
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