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Machvision Inc. — AGM Information 2025
Oct 3, 2025
52345_rns_2025-10-03_84af96ce-94da-4278-b0ae-f2ec7a611da0.pdf
AGM Information
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Stock Code: 3563
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MACHVISION, INC.
Handbook for the First Extraordinary General Shareholders’ Meeting of 2025 (Translation)
September 16, 2025
Contents
I. Meeting Procedure .................................................................. 1
II. Meeting Agenda ..................................................................... 2 1. Report Item ........................................................................................................3 2. Proposed Resolutions .........................................................................................4 3. Discussion ..........................................................................................................5 4. Extempore Motion .............................................................................................9 5. End of Meeting ..................................................................................................9
III. Attachment
Attachment 1: The 2025 First Half-Year Business Report. .................................10 Attachment 2: The 2025 First Half-Year Audit Committee’s Review Report .....12 Attachment 3: The 2025 First Half-Year Financial Statements ...........................13 Attachment 4: The 2025 First Half-Year Earnings Distribution Statements. ......19
IV. Appendixes
Appendix 1: Articles of Incorporation .................................................................20 Appendix 2: Rules and Procedure of Shareholders’ Meetings ............................25 Appendix 3: Shareholdings of All Directors ........................................................34
MACHVISION, INC.
Meeting Procedures for the First Extraordinary General Shareholders’ Meeting of 2025
1. Announcement
2. Chairman Greeting
3. Report Item
4. Proposed Resolutions
5. Discussion
6. Extempore Motion
7. End of Meeting
1
MACHVISION, INC. Meeting Agenda for the First Extraordinary General Shareholders’ Meeting of 2025
Time: 9:00 a.m., September 16, 2025 (Tuesday)
Place: Darwin Hall, 2nd Floor, GIS HSP Convention Center,
No. 1, Industrial East 2nd Road, Hsinchu Science Park
Attendants: All shareholders or their proxy holders
Chairperson: Wang, Guang-Shiah, Chairman of the Board of Directors
1. Announcement
2. Chairman Greeting
3. Report Item:
(1) The 2025 First Half-Year Business Report.
(2) The 2025 First Half-Year Audit Committee’s Review Report.
4. Proposed Resolutions:
(1) The 2025 First Half-Year Financial Statements.
(2) The 2025 First Half-Year Earnings Distribution.
5. Discussion:
(1) Amendment of the Company’s “Articles of Incorporation”
(2) Proposal for a new share issue through capitalization of earnings.
6. Extempore Motions
7. End of Meeting
2
Report Item:
Proposal 1: The 2025 First Half-Year Business Report.
Description: For 2025 First Half-Year business report, refer to Attachment 1 on Pages 10~11 of the Handbook.
Proposal 2: The 2025 First Half-Year Audit Committee’s Review Report.
Description: For 2025 First Half-Year Audit Committee’s review report, refer to Attachment 2 on Page
12 of the Handbook.
3
Proposed Resolutions:
Proposal 1: The 2025 First Half-Year Financial Statements (proposed by the Board of Directors) Description:
-
The 2025 First Half-Year financial statements have been audited by the independent auditor. The financial statements, business report and earnings distribution have been reviewed and passed by the Audit Committee.
-
For the business report, independent auditor’s report and financial statements refer to Attachment 1 on Pages 10~11 and Attachment 3 on Pages 13~18.
-
Please proceed to resolve.
Resolution:
Proposal 2: The 2025 First Half-Year Earnings Distribution (proposed by the Board of Directors) Description:
-
For the Distribution of 2025 First Half-Year Earnings which was reviewed by the Audit Committee and approved by the Board of Directors, refer to Attachment 4 on Page 19.
-
The cash dividend distribution is calculated and rounded down to the nearest whole New Taiwan Dollar (NTD). Any fractional amounts less than one NTD arising from distribution will be classified as other income of the Company.
-
The Company’s unappropriated retained earnings at the beginning of the period amounted to NT$1,627,301,551. Net income after tax for the first half of 2025 was NT$547,468,949. After appropriating NT$54,746,895 for legal reserve and NT$22,460,572 for special reserve, the total distributable earnings for the period amounted to NT$2,097,563,033.
-
Upon approval of this proposal by the Shareholders’ Meeting, it is proposed that the Chairman be authorized to set the record date and proceed with distribution. Should any changes in the Company’s capital subsequently affect the number of outstanding shares and result in an adjustment to the dividend distribution ratio, it is proposed that the Chairman be fully authorized by the Shareholders’ Meeting to handle such matters in accordance with the Company Act and other applicable laws and regulations.
-
Please proceed to resolve.
Resolution:
4
Discussion:
Proposal 1: Amendment of the Company’s “Articles of Incorporation” (proposed by the Board of Directors)
Description:
-
In accordance with the Company Act and the measures related to sound dividend policies announced by the Securities and Futures Bureau of the Financial Supervisory Commission on November 8, 2023, the company intends to amend certain provisions of its "Articles of Incorporation." Below is the comparison table of the amendments before and after the revision:
-
Please proceed to discuss.
| Article | Before Amendment | After Amendment | Remark | |
|---|---|---|---|---|
| Article 1 | The Company is organized in accordance with the Company Act and named MACHVISION Inc. Co., Ltd. (hereinafter referred to as “the Company”.) |
The Company is organized in accordance with the Company Act and named MACHVISION Inc. Co., Ltd.with the English name MACHVISION, INC. (hereinafter referred to as “the Company”.) |
In compliance with legal requirements and the Company’s operational needs. |
|
| Article 7 | The share certificates of the Company shall without exception be in registered form, signed by, or affixed with seals of, by the directors representing the company, and authenticated by the competent authority before issuance. |
The share certificates of the Company shall without exception be in registered form, signed by, or affixed with seals of, by the directors representing the company, and authenticated by the competent authority before issuance. |
In compliance with legal requirements and the Company’s operational needs. |
|
| Article 13 | Each shareholder of the Company is entitled to one vote for each share held. The shareholders have no voting rights once any circumstance occurs and applies to the Company under Article 179 of the Company Act. |
Each shareholder of the Company is entitled to one vote for each share held. The shareholders have no voting rights once any circumstance occurs and applies to the Company under Article 179 of the Company Act or other applicable laws and regulationst. |
In compliance with legal requirements and the Company’s operational needs. |
|
| Article 16-1 | The number of Independent Directors shall be no less than three, and shall be no less than one fifth of the total number of Directors. The Independent Directors shall be elected from among the list of |
The number of Independent Directors shall be no less than three, and shall be no less than one~~fiftht~~hird of the total number of Directors. The Independent Directors shall be elected from among the list of |
In compliance with legal requirements and the Company’s operational needs. |
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| candidates for Independent Directors by the shareholders’ meeting. Matters regarding professional qualification, restrictions on shareholdings, concurrent positions held, method of nomination and election and other matters for compliance with respect to Independent Directors shall be subject to the rules prescribed by the competent authority in charge of securities affairs. |
candidates for Independent Directors by the shareholders’ meeting. Matters regarding professional qualification, restrictions on shareholdings, concurrent positions held, method of nomination and election and other matters for compliance with respect to Independent Directors shall be subject to the rules prescribed by the competent authority in charge of securities affairs. |
|||
|---|---|---|---|---|
| Article 26-1 | The earnings distribution or loss offset shall be proposed at the close of each half year. The half a year’s earnings, if any, shall first be used to pay all taxes, reserve employee compensation, and offset prior years’ accumulated losses and then set aside 10% as legal reserve. When such legal reserve amounts to the total paid-in capital, the Company shall not be subject to this requirement. The Company may then appropriate or reverse a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the previous half year’s accumulated undistributed earnings, may be distributed in cash according to the distribution plan proposed by the Board of Directors and approved by the Board of Directors or by issuance of new shares according to the distribution plan proposed by the Board of Directors and approved by the shareholders’ meeting. |
The earnings distribution or loss offset shall be proposed at the close of each half year. The half a year’s earnings, if any, shall first be used to pay all taxes, reserve employee compensation, and offset prior years’ accumulated losses and then set aside 10% as legal reserve. When such legal reserve amounts to the total paid-in capital, the Company shall not be subject to this requirement. The Company may then appropriate or reverse a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the previous half year’s accumulated undistributed earnings, may be distributed in cash according to the distribution plan proposed by the Board of Directors and approved by the Board of Directors or by issuance of new shares according to the distribution plan proposed by the Board of Directors and approved by the shareholders’ meeting. To address the current and future capital needs for business expansion and to meet shareholders’ demand for cash inflows, the Company adopts a |
In compliance with the measures related to sound dividend policies announced by the Securities and Futures Bureau of the Financial Supervisory Commission on November 8, 2023. |
6
| residual dividend policy. Dividends may not be distributed if the earnings per share (EPS) for the first half of the year is below NT$5. If a dividend distribution is resolved, the total dividend amount shall generally not be less than 10% of the current period’s earnings, with cash dividends accounting for no less than 40% of the total dividends. The amount, type, and ratio of dividend distribution may be adjusted based on the actual earnings and operating conditions of the relevant fiscal year. |
||||
|---|---|---|---|---|
| Article 26-2 | The current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ accumulated losses and then set aside 10% as legal reserve. The Company may then appropriate or reverse a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the accumulated undistributed earnings, may be distributed by issuance of new shares according to the distribution plan proposed by the Board of Directors and approved by the shareholders’ meeting. According to Paragraph 5, Article 240 of the Company Act, the Company may authorize the distributable dividends and bonuses, or legal reserve and capital reserve set forth in Paragraph 1, Article 241 of the Company Act, in whole or in part, to be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; in addition thereto, a report |
The current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ accumulated losses and then set aside 10% as legal reserve. The Company may then appropriate or reverse a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the accumulated undistributed earnings, may be distributed by issuance of new shares according to the distribution plan proposed by the Board of Directors and approved by the shareholders’ meeting. The Company is currently in a phase of steady growth. To meet the capital requirements for current and future business expansion and to satisfy shareholders’demand for cash inflows, the Company adopts a residual dividend policy. As a principle, the total dividends distributed annually shall not be less than 10% of the annual earnings, with cash dividends accounting for no less than 40% of the total dividends. The amount, type, and ratio of |
In compliance with the measures related to sound dividend policies announced by the Securities and Futures Bureau of the Financial Supervisory Commission on November 8, 2023. |
7
| of such distribution shall be submitted to the shareholders’ meeting. |
dividend distribution may be adjusted based on the actual earnings and operating conditions of the relevant fiscal year. According to Paragraph 5, Article 240 of the Company Act, the Company may authorize the distributable dividends and bonuses, or legal reserve and capital reserve set forth in Paragraph 1, Article 241 of the Company Act, in whole or in part, to be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; in addition thereto, a report of such distribution shall be submitted to the shareholders’meeting. |
|||
|---|---|---|---|---|
| Article 29 | These Articles of Incorporation were adopted (Omitted) |
These Articles of Incorporation were adopted (Omitted) The 20th amendment was made on September 16 , 2025. |
According to the date of shareholders’ meeting |
Resolution:
8
Proposal 2: Proposal for a new share issue through capitalization of earnings. (proposed by the Board of Directors)
Description:
-
To accommodate the Company’s capital planning needs, it is proposed that NT$58,146,240 of the distributable earnings from the first half of 2025 be appropriated for the distribution of stock dividends to shareholders. This amount will be used to issue 5,814,624 new shares, each with a par value of NT$10, to be allocated to shareholders in proportion to their shareholding as recorded in the shareholders register on the record date for the capital increase.
-
For fractional shares resulting from the distribution, shareholders may apply to the Company’s stock affairs agent within five (5) days from the book closure date for rights distribution to combine their holdings into whole shares. Any fractional shares not combined or still insufficient to form one full share shall be paid in cash based on the par value in accordance with Article 240 of the Company Act, rounded down to the nearest dollar (amounts less than NT$1 will be disregarded). The Chairman is authorized to negotiate with specific persons to purchase such unallocated shares at par value. For shareholders participating in the stock distribution via book-entry transfer, any amounts derived from unallocated fractional shares will be used to offset the book-entry processing fees.
-
In the event that changes in the Company’s capital structure after the resolution result in adjustments to the number of outstanding shares affecting the stock dividend ratio, it is proposed that the Chairman be authorized by the Shareholders’ Meeting to handle such matters in full accordance with the Company Act and relevant laws and regulations.
-
The rights and obligations of the new shares issued in this capital increase shall be the same as those of the existing issued shares.
-
Upon approval by the Shareholders’ Meeting and the competent authority, it is proposed that the Board of Directors or the Chairman be authorized to determine the record date, distribution date, and other related matters pertaining to the capital increase and stock issuance.
Resolution:
Extempore Motion
End of Meeting
9
Attachment 1
2025 First Half-Year Business Report
Thank you for taking the time to attend the Company’s First Extraordinary General Shareholders’ Meeting of 2025. For the first half of 2025, the Company reported consolidated revenue of NT$1.76 billion, representing a 204% increase compared to the same period last year. Consolidated net income after tax amounted to NT$549.622 million, a year-over-year growth of 389%.The operating profit margin for the first half was 43%, net profit margin after tax was 31%, return on assets (ROA) was 17%, and return on equity (ROE) was 21%.
1. Business Performance in the First Half of 2025
(1) Business Performance
| (1) Business Performance | ||||||
|---|---|---|---|---|---|---|
| Unit: NTD thousands | ||||||
| The First Half of 2025 |
The First Half of 2024 |
Increase(decrease) | ||||
| Amount | % |
Amount | % |
Amount | % |
|
| Operatingrevenues | 1,760,718 | 100 | 579,192 | 100 | 1,181,526 | 204 |
| Grossprofit | 1,131,796 | 64 | 316,709 | 55 | 815,087 | 257 |
| Operatingincome | 750,503 | 43 | 43,928 | 8 | 706,575 | 1,608 |
| Net income before income tax | 666,915 | 38 | 142,719 | 25 | 524,196 | 367 |
| Net income after income tax | 549,622 | 31 | 112,288 | 19 | 437,334 | 389 |
| Earningsper share(NT$) | 9.42 | 2.01 | 7.41 |
(2) Financial income and expenditure and profitability analysis
| The First Half of 2025 |
2024 | 2023 | |||
|---|---|---|---|---|---|
| Profitability | Return on assets(%) | 17.40 | 5.49 | 8.52 | |
| Return on equity (%) | 21.09 | 6.15 | 10.07 | ||
| Rate to paid-up capital (%) | Operatingincome | 258.14 | 43.59 | 78.80 | |
| Pre-tax netprofit | 229.39 | 67.56 | 87.06 | ||
| Netprofit ratio(%) | 31.22 | 20.63 | 23.44 | ||
| Earningsper share(NT$) | 9.42 | 5.52 | 8.21 |
(3) Research and development status
The main research and development of the company in the First Half of 2025 were as follows:
a. Index 4W Tester
b. CSP 4W Tester
c. COLOR CSP AOI 4.0
d. Color FC AVI & Bump AOIM
e. IC PVIM
f. FOUP AOI
-
g. Tray AOIM
-
Summary of the business plan for the year of 2024
Important production and sales policy and company development strategies :
With Taiwan's semiconductor advantages, many customers have significantly expanded their IC substrate and flexible board businesses in Taiwan. In 2024, MACHVISION strategically invested in a partnership with HYE, a company also in the optical inspection field, to jointly develop semiconductor packaging and advanced packaging AOI equipment. Under the leadership of ASE Group, MACHVISION will expand its optical and AI research and development capabilities, integrate products, and share market resources, thereby promoting a vertical-horizontal integration
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strategy. Additionally, MACHVISION will continue to invest in electrical testing equipment development and customer certification to help clients significantly reduce production equipment and labor costs, improve competitiveness, and launch corresponding products for different industries, thus driving industrial development.
In response to the company’s industry development needs, a dual-track four-line strategy has been introduced. In addition to the existing PCB AOI equipment market, the company is simultaneously advancing into the semiconductor packaging AOI industry. Actively developing and promoting four major product lines—PCB AOI series, PCB four-wire electrical testing series, semiconductor packaging six-sided inspection series, and semiconductor packaging wafer AOI and metrology series—the company aims to continuously expand revenue and achieve new growth peaks.
Research and development capabilities have always been the company's core competitiveness. MACHVISION will continue to develop the three core technologies of automatic optical inspection: 1) 2D/3D measurement, 2) circuit inspection, and 3) appearance defect inspection. The company will continue to invest more in R&D, develop new products, create a larger market, and improve performance and profits.
Finally, we would like to express our gratitude to all shareholders for their support and care. All employees of MACHVISION will continue to work hard to create greater value for all shareholders, and we hope that shareholders will continue to support and encourage MACHVISION as they have in the past.
Chairman: Wang, Guang-Shiah General Manager: Chen, Fu-Sheng Accounting Supervisor: Su, Yi-Fan
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Attachment 2
MACHVISION, INC. Audit Committee Review Report
The Board of Directors has prepared the Company’s the first half of 2025 Business Report, Financial Statements and earnings distribution proposal. The financial statements were audited by KPMG Taiwan and issued the audit report. These have been reviewed by the Audit Committee and determined to be correct and accurate. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Machvision, Inc. 2025 Extraordinary General Shareholders’ Meeting
Audit Committee Convener: YEN, TZONG-MING
July 29, 2025
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Attachment 3
Independent Auditors’ Review Report
To the Board of Directors of Machvision Inc. Co., Ltd.:
Introduction
We have reviewed the accompanying consolidated balance sheets of Machvision Inc. Co., Ltd. and its subsidiaries as of June 30, 2025 and 2024, the related consolidated statements of comprehensive income, changes in equity and cash flows for the three months ended June 30, 2025 and 2024, and for the six months ended June 30, 2025 and 2024, and notes to the consolidated financial statements (including material accounting policies). 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 International Accounting Standard 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.
Scope of Review
Except as explained in the Basis for Qualified Conclusion paragraph, we conducted ours reviews in accordance with the Standards on Review Engagements of the Republic of China 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of the consolidated financial statements consists of making inquiries (primarily of persons responsible for financial and accounting matters), and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the generally accepted auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for Qualified Conclusion
As mentioned in note 4 (b), the consolidated financial statements included the financial statements of certain non-significant subsidiaries, which were not reviewed by independent auditors. These financial statements reflect the total assets amounting to $302,344 thousand and $224,800 thousand respectively, both constituting 4% of the consolidated total assets; and the total liabilities amounting to $36,343 thousand and $17,294 thousand respectively, both constituting 2% of the consolidated total liabilities as of June 30, 2025 and 2024, respectively; as well as the consolidated profits and losses for the three months and the six months ended June 30, 2025 and 2024, were $(11,621) thousand, $(11,511) thousand, $(13,430) thousand, and $(9,514) thousand respectively, constituting (5)%, (13)%, (3)%, and (8)% of the consolidated profit and loss respectively.
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Qualified Conclusion
Except for the adjustments, if any, as might have been determined to be necessary had the financial statements of certain consolidated subsidiaries described in the Basis for Qualified Conclusion paragraph above been reviewed by independent auditors, based on our reviews, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as of June 30, 2025 and 2024, and of its consolidated financial performance and its consolidated cash flows for the three months ended June 30, 2025 and 2024, and for the six months ended June 30, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
The engagement partners on the reviews resulting in this independent auditors’ review report are Chung-Shun Wu and Chun-I Chang.
KPMG
Taipei, Taiwan (Republic of China)
July 29, 2025
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 review such consolidated financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors' review 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' review report and consolidated financial statements shall prevail.
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Reviewed only, not audited in accordance with the generally accepted auditing standards MACHVISION INC. CO., LTD. AND SUBSIDIARIES Consolidated Balance Sheets
June 30, 2025, December 31, 2024, and June 30, 2024
(In Thousands of New Taiwan Dollars)
| Assets Current assets: Cash and cash equivalents (note 6(a)) Financial assets at amortized cost - current (note 6(b)) Notes receivable (note 6(c) and (o)) Accounts receivable, net (note 6(c) and (o)) Accounts receivable — related parties (notes 6(c), (o) and 7) Other receivable Current tax assets Inventories (note 6(d)) Prepayments Other current assets Total current assets Non-current assets: Financial assets at fair value through profit or loss—non current (note 6(f)) Non-current financial assets at amortized cost (note 6(b)) Investments accounted for using equity method (note 6(e)) Property, plant and equipment (note 6(g)) Right-of-use assets (note 6(h)) Deferred income tax assets Refundable deposits Long-term receivables (note 6(c) and (o)) Long-term receivables — related parties (note 6(c) , (o) and 7) Prepayments for equipment Other non-current assets (note 8) Total non-current assets Total assets |
June 30, 2025 | December 31, 2024 | December 31, 2024 | June 30, 2024 Amount % 1,226,679 21 2,940,111 51 40,443 1 638,531 11 6,141 - 11,510 - 171 - 285,589 5 20,562 - 3,679 - 5,173,416 89 9,644 - - - - - 237,930 4 77,372 1 32,674 1 7,836 - 271,910 5 - - - - 7,174 - 644,540 11 5,817,956 100 Liabilities and Equity Current liabilities: Current contract liabilities (note 6(o) and 7) Notes payable Accounts payable Accounts payable— related parties (note 7) Other payables (note 6(p)) Dividend payable (note 6(m)) Current tax liabilities Provisions - current (note 6(j)) Current lease liabilities (note 6(i)) Other current liabilities Total current liabilities Non-current liabilities: Deferred income tax liabilities Non-current lease liabilities (note 6(i)) Long-term deferred income Net defined benefit liabilities Total non-current liabilities Totalliabilities Equity attributable to shareholders of the Company (note 6(e) and (m)): Share capital Capital surplus: Additional paid-in capital Changes in ownership interests in subsidiaries Changes in net assets of associates accounted for using equity method Other capital surplus Retained earnings: Legal reserve Special reserve Unappropriated retained earnings Other equity interest: Foreign currency translation differences for foreign operations Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income Total equity attributable to shareholders of the company Non-controlling interests Total equity Total liabilities and equity |
June 30, 2025 | June 30, 2025 | December 31, 2024 Amount % |
December 31, 2024 Amount % |
June 30, 2024 | June 30, 2024 | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | Amount % |
||||||||
| Amount % $ 1,128,194 16 3,013,301 44 46,958 1 1,237,167 18 87,359 1 10,576 - 5,903 - 378,512 6 19,013 - 18,787 - |
Amount 770,992 2,895,487 43,565 816,347 11,365 12,019 254 313,755 16,695 8,750 4,889,229 9,644 56,578 275,680 240,649 86,112 40,689 7,625 161,802 - 7,698 8,200 894,677 5,783,906 |
% | |||||||||
| $ 223,073 38 407,904 202 350,846 290,731 112,539 16,782 10,889 25,022 |
3 - 6 - 5 4 2 - - 1 |
53,946 36 244,446 14 219,616 - 10,933 9,329 9,747 36,977 |
1 - 4 - 4 - - - - 1 |
17,831 23 141,734 782 195,878 348,877 24,595 8,282 6,172 44,338 |
- - 3 - 4 6 - - - 1 14 - 1 - - 1 15 10 34 - - - 34 11 - 29 40 - - - 84 1 85 100 |
||||||
| 13 50 1 14 - - - 6 - - 84 - 1 5 4 2 1 - 3 - - - 16 100 |
|||||||||||
1,438,026 |
21 | 585,044 |
10 | 788,512 |
|||||||
| 5,945,770 86 |
12,649 62,631 6,610 9,615 |
- 1 - - |
12,649 79,666 3,505 9,615 |
- 2 - - |
770 74,113 - 8,421 |
||||||
- - 155,874 2 278,679 4 246,990 4 70,849 1 40,689 1 7,905 - 103,527 2 3,437 - - - 6,208 - |
|||||||||||
91,505 |
1 | 105,435 |
2 | 83,304 |
|||||||
1,529,531 |
22 | 690,479 |
12 | 871,816 |
|||||||
581,462 |
8 | 581,462 |
10 | 581,462 |
|||||||
1,831,789 222 3,401 72 |
27 - - - |
1,948,081 - - 47 |
34 - - - |
1,948,081 - - 47 |
|||||||
914,158 14 $ 6,859,928 100 |
|||||||||||
| 1,835,484 | 27 | 1,948,128 | 34 | 1,948,128 | |||||||
678,217 - 2,174,770 |
10 - 32 |
657,965 1,317 1,820,675 |
11 - 32 |
646,265 5,985 1,683,339 |
|||||||
2,852,987 |
42 | 2,479,957 |
43 | 2,335,589 |
|||||||
(21,510) (951) |
- - |
1,310 290 |
- - |
(1,316) - |
|||||||
(22,461) |
- | 1,600 | - | (1,316) | |||||||
5,247,472 |
77 | 5,011,147 |
87 | 4,863,863 |
|||||||
82,925 |
1 | 82,280 |
1 | 82,277 |
|||||||
5,330,397 |
78 | 5,093,427 |
88 | 4,946,140 |
|||||||
$ 6,859,928 |
100 | 5,783,906 |
100 | 5,817,956 |
Total assets
See accompanying notes to consolidated financial statements.
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Reviewed only, not audited in accordance with the generally accepted auditing standards MACHVISION INC. CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(In Thousands of New Taiwan Dollars, Except Earning Per Common Share)
| Operating revenue (note 6(o) and 7) Operating costs (notes 6(d), (g), (h), (i) , (j), (k), (p) and 7) Gross profit Operating expenses (notes 6(c), (g), (h), (i), (k), (p) and 7) Selling expenses Administrative expenses Research and development expenses Impairment loss (gain) determined in accordance with IFRS9 Total operating expenses Net operating income Non-operating income and expenses (notes 6(e) , (i) and (q)) Interest income Other income Other gains and losses Finance costs Share of gain of associates accounted for using equity method Total non-operating income and expenses Profit before income tax from continuing operations Less: Income tax expense (note 6(l)) Net profit for the period from operations Other comprehensive income (note 6(e)): Items that will not be reclassified subsequently to profit or loss Share of other comprehensive income of associates accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss Less: income tax related to items that will not be reclassified to profit or loss Total items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Financial statements translation differences for foreign operations Share of other comprehensive income of associates accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss Less: Income tax related to items that may be reclassified Total of items that may be subsequently reclassified into profit or loss Other comprehensive income for the period Total comprehensive income for the period Net income attribute to: Shareholders of the parent Non-controlling interests Total comprehensive income attributed to: Shareholders of the parent Non-controlling interests Earnings Per Share (note 6(n)) Basic earning per shares (Units: New Taiwan dollars) Diluted earning per shares (Units: New Taiwan dollars) |
**For the three months ended June ** | **For the three months ended June ** | **For the three months ended June ** | 30 | For the six months ended June 30 | For the six months ended June 30 | For the six months ended June 30 | For the six months ended June 30 |
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Amount $ 968,733 346,557 |
% | Amount 311,610 139,538 |
% 100 45 |
Amount 1,760,718 628,922 |
% 100 36 |
Amount 579,192 262,483 |
% 100 45 |
|
| 100 36 |
||||||||
622,176 |
64 | 172,072 |
55 | 1,131,796 |
64 | 316,709 |
55 |
|
82,508 40,897 100,030 (37,727) |
9 4 10 (3) |
33,197 30,919 55,618 (11,770) |
11 10 18 (4) |
163,643 82,395 200,897 (65,642) |
9 5 11 (4) |
60,461 59,385 110,075 42,860 |
11 10 19 8 |
|
185,708 |
20 |
107,964 |
35 |
381,293 | 21 |
272,781 |
48 |
|
436,468 |
44 | 64,108 |
20 | 750,503 |
43 | 43,928 |
7 |
|
15,312 13,256 (166,463) (294) 947 |
2 1 (17) - - |
17,666 7,015 17,040 (289) - |
6 2 6 - - |
28,336 13,908 (126,373) (532) 1,073 |
2 1 (8) - - |
33,574 7,395 58,399 (577) - |
6 1 10 - - |
|
| (137,242) | (14) | 41,432 |
14 | (83,588) |
(5) | 98,791 |
17 |
|
299,226 52,726 |
30 6 |
105,540 23,390 |
34 8 |
666,915 117,293 |
38 7 |
142,719 30,431 |
24 5 |
|
246,500 |
24 | 82,150 |
26 | 549,622 |
31 | 112,288 |
19 |
|
(736) - |
- - |
- - |
- - |
(1,241) - |
- - |
- - |
- - |
|
| (736) | - | - | - | (1,241) | - | - | - | |
(31,344) (297) - |
(3) - - |
3,133 - - |
1 - - |
(25,872) (234) - |
(1) - - |
4,967 - - |
1 - - |
|
| (31,641) | (3) | 3,133 |
1 | (26,106) | (1) | 4,967 |
1 |
|
(32,377) |
(3) |
3,133 |
1 | (27,347) |
(1) |
4,967 |
1 |
|
$ 214,123 |
21 |
85,283 |
27 | 522,275 |
30 |
117,255 |
20 |
|
$ 243,901 2,599 |
24 - |
88,146 (5,996) |
28 (2) |
547,469 2,153 |
31 - |
117,007 (4,719) |
20 (1) |
|
$ 246,500 |
24 | 82,150 |
26 |
549,622 | 31 | 112,288 |
19 |
|
$ 214,940 (817) |
21 - |
91,196 (5,913) |
29 (2) |
523,408 (1,133) |
30 - |
121,676 (4,421) |
21 (1) |
|
$ 214,123 |
21 | 85,283 |
27 |
522,275 | 30 | 117,255 |
20 |
|
$ |
4.19 | 1.52 | 9.42 | 2.01 |
||||
| $ | 4.18 | 1.52 | 9.39 | 2.01 |
See accompanying notes to consolidated financial statements.
16
Reviewed only, not audited in accordance with the generally accepted auditing standards MACHVISION INC. CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
(In Thousands of New Taiwan Dollars)
| Balance at January 1, 2024 Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve reversal Cash dividends of common stock Cash dividends by capital surplus Other changes in capital surplus Profit(loss) for the period Other comprehensive income for the period Total comprehensive income for the period Balance at June 30, 2024 Balance at January 1, 2025 Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve reversal Cash dividends of common stock Changes in net assets of associates accounted for using equity method Cash dividends by capital surplus Other changes in capital surplus Profit for the period Other comprehensive income for the period Total comprehensive income for the period Changes in non-controlling interests Balance at June 30, 2025 |
Equity attributable to owners ofparent | Equity attributable to owners ofparent | Equity attributable to owners ofparent | Total equity attributable to owners of parent |
Non-controlling interests |
Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares | Capital surplus 2,006,263 - - - (58,146) 11 - - |
**Retained ** | earnings | Other equity | ||||||||
| Exchange differences on translation of foreign financial statements (5,985) - - - - - - 4,669 |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income - - - - - - - - |
**Total ** | ||||||||||
| Legal reserve 635,881 10,384 - - - - - - |
Special reserve 7,076 - (1,091) - - - - - |
Unappropriate earnings |
**Total ** | |||||||||
| $ 581,462 - - - - - - - - $ 581,462 $ 581,462 - - - - - - - - - - $ 581,462 |
1,866,356 (10,384) 1,091 (290,731) - - 117,007 - |
2,509,313 - - (290,731) - - 117,007 - |
(5,985) - - - - - - 4,669 |
5,091,053 - - (290,731) (58,146) 11 117,007 4,669 |
86,698 - - - - - (4,719) 298 |
5,177,751 - - (290,731) (58,146) 11 112,288 4,967 117,255 4,946,140 5,093,427 - - (174,439) 3,401 (116,292) 25 549,622 (27,347) 522,275 2,000 5,330,397 |
||||||
| - | - | - | 117,007 | 117,007 |
4,669 |
- |
4,669 |
121,676 |
(4,421) |
|||
| 1,948,128 | 646,265 |
5,985 |
1,683,339 |
2,335,589 |
(1,316) |
- |
(1,316) |
4,863,863 |
82,277 |
|||
1,948,128 - - - 3,401 (116,292) 25 - - |
657,965 20,252 - - - - - - - |
1,317 - (1,317) - - - - - - |
1,820,675 (20,252) 1,317 (174,439) - - - 547,469 - |
2,479,957 - - (174,439) - - - 547,469 - |
1,310 - - - - - - - (22,820) |
290 - - - - - - - (1,241) |
1,600 - - - - - - - (24,061) |
5,011,147 - - (174,439) 3,401 (116,292) 25 547,469 (24,061) |
82,280 - - - - - - 2,153 (3,286) |
|||
| - | - | - | 547,469 | 547,469 |
(22,820) |
(1,241) |
(24,061) |
523,408 |
(1,133) |
|||
| 222 | - |
- | - |
- |
- |
- |
- |
222 |
1,778 |
|||
| 1,835,484 | 678,217 |
- |
2,174,770 | 2,852,987 | (21,510) |
(951) |
(22,461) |
5,247,472 |
82,925 |
See accompanying notes to consolidated financial statements.
17
Reviewed only, not audited in accordance with the generally accepted auditing standards MACHVISION INC. CO., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In Thousands of New Taiwan Dollars)
Cash flows from operating activities:Profit before tax Adjustments: Adjustments to reconcile profit: Depreciation expense Impairment loss (gain) determined in accordance with IFRS9 Gains on financial assets at fair value through profit or loss Interest expense Interest income Share of gain of associates accounted for using equity method Losses on disposal of property, plant and equipment Losses on disposal of investment Lease modification gains Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets, net: Notes receivable Accounts receivable(including long-term accounts receivable) Accounts receivable—related parties(including long-term accounts receivable—related parties) Other accounts receivable Inventories Prepayments Other current assets Total changes in operating assets, net Changes in operating liabilities, net: Contract liabilities Notes payable Accounts payable Accounts payable—related parties Other payables Provisions liabilities Other current liabilities Total changes in operating liabilities, net Total changes in operating assets and liabilities, net Total adjustments Cash inflows generated from operations Interest received Income taxes paid Net cash provided by operating activities Cash flows from investing activities: Acquisition of financial assets at amortized cost Disposal of financial assets at amortized cost Disposal of financial assets at fair value through profit or loss Proceeds from disposal of subsidiaries Acquisition of property, plant and equipment Disposal of property, plant and equipment Decrease (increase) in guarantee deposits paid Decrease in other non-current assets Net cash (used in) provided by investing activities Cash flows from financing activities: Payment of lease liabilities Increase in long-term deferred income Interest paid Changes in non-controlling interests Surplus not paid due to overdue Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Net Increase in cash and cash equivalents for the period Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period |
For the six months ended June 30 | For the six months ended June 30 | |
|---|---|---|---|
| 2025 | 2024 | ||
| $ 666,915 17,551 (65,642) (18,559) 532 (28,336) (1,073) 34 - (888) (96,381) (3,393) (296,969) (79,459) 1,404 (64,757) (2,318) (10,037) (455,529) 169,127 2 163,458 188 131,230 7,453 (11,955) 459,503 3,974 (92,407) 574,508 28,472 (21,336) 581,644 (2,177,678) 1,959,866 28,203 - (39,154) 24,682 (280) 1,992 (202,369) (5,488) 3,105 (532) 2,000 25 (890) (21,183) 357,202 770,992 $ 1,128,194 |
142,719 18,839 42,860 (2,927) 577 (33,574) - 33 4,638 (12) 30,434 15,996 (12,757) (5,286) (997) (24,862) (4,304) (3,019) (35,229) 4,254 (55) 37,983 782 (47,412) (3,671) 10,675 2,556 (32,673) (2,239) 140,480 32,167 (91,899) 80,748 (2,931,000) 3,231,000 9,027 323 (10,215) - 2,865 15 302,015 (3,519) - (2,224) - 11 (5,732) 4,255 381,286 845,393 1,226,679 |
See accompanying notes to consolidated financial statements.
18
Attachment 4 MACHVISION, INC. Earnings distribution statement For the First Half of 2025
| Attachment 4 MACHVISION, INC. Earnings distribution statement For the First Half of 2025 |
Attachment 4 MACHVISION, INC. Earnings distribution statement For the First Half of 2025 |
|---|---|
| Unit: NTD | |
| Undistributed earnings at the beginning of the period | 1,627,301,551 |
Increase:Net income-after taxforthe First Half of 2025 |
547,468,949 |
| Increase: Determine the welfare plan (loss) benefits | - |
| Undistributed earnings in the current year | 2,174,770,500 |
| Decrease: Legal reserve (10%) | (54,746,895) |
| Special reserve | (22,460,572) |
Item: |
|
Less : Cash Dividend to Shareholders–Cash Dividend ofNT$1perShare |
(58,146,234) |
Less : Stock Dividend to Shareholders–Stock Dividend ofNT$1perShare |
(58,146,240) |
| Undistributed earnings at the end of the period | 1,981,270,559 |
| In the event that any future changes in the Company’s capital affect the number of outstanding shares, resulting in adjustments to the cash dividend or stock dividend rates, it is proposed that the Shareholders’ Meeting authorize the Chairman to fully handle such matters in accordance with the Company Act or other applicable laws and regulations. |
Chairman: Wang, Guang-Shiah Manager : Chen, Fu-Sheng Accounting Supervisor: Su, Yi-Fan
19
Appendix 1
MACHVISION Inc. Co., Ltd.
Articles of Incorporation
Chapter 1 General Provisions
- Article 1: The Company is organized in accordance with the Company Act and named MACHVISION Inc. Co., Ltd. (hereinafter referred to as “the Company”.)
Article 2: The company’s businesses are listed as follows:
-
CB01010 Manufacture of Machinery and Equipment
-
CE01010 Precision Instruments Manufacturing
-
CE01030 Photographic and Optical Equipment Manufacturing
-
I301010 Software Design Services
-
F401010 International Trade
-
To research, develop, design, manufacture and sell the following products:
-
Non-contact machine vision inspection system & equipment (precision inspection under 10μm)
-
(1) Inspection system & equipment for BGA, CSP substrates
-
(2) Inspection system & equipment for LCD Panel
-
(3) Hole AOI for PCB high-speed slot hole
-
Intelligent vision module
-
Inspection system for line width
-
Inspection system for drill bits
-
Analysis software for target diagrams
-
To provide import/export and international trading services related to this company’s businesses.
Article 2-1: The Company may act as a guarantor.
-
Article 3: The Company is headquartered in Science-based Industrial Park and when necessary may establish branches or representative offices at proper locations at home and abroad as resolved by the Board of Directors and approved by the competent authority.
-
Article 4: Public announcements of the Company shall be made according to Company Act and other related laws and regulations.
-
Article 5: The Company's total amount of investment in other businesses is not subject to the limitation of 40% of the Company’s paid-in capital under Article 13 of the Company Act. Any other matters relating to reinvestment shall be executed pursuant to resolutions to be adopted by the Board of Directors.
Chapter 2 Shares
-
Article 6: The authorized capital of the Company is NT$1 billion consisting of 100 million shares. The par value of each share is NT$10, and such shares can be issued in separate installments.
-
Article 7: The share certificates of the Company shall without exception be in registered form, signed by, or affixed with seals of, by the directors representing the company, and authenticated by the competent authority before issuance.
-
Article 8: The shareholders of the Company shall process the shareholder services such as transfer of share ownership, creation for pledge of rights, reporting of loss, inheritance of shares, gift, reporting of specimen chop loss or change, or change of address, etc., in accordance with the ‘’Regulations Governing the Administration of Stock Affairs of Public Companies’’ announced by the competent authority in addition to the relevant securities laws and regulations.
20
- Article 9: All entries in the shareholders register due to share transfers shall be suspended for 60 days prior to a General shareholders’ meetings, or for 30 days prior to an extra General shareholders’ meetings, or for 5 days prior to the record date fixed for distributing dividends, bonus, or any other benefit.
Chapter 3 Shareholders’ Meeting
-
Article 10: Shareholders’ meetings of the Company are of two kinds: general shareholders’ meetings and extra general shareholders’ meetings. The General shareholders’ meetings are convened once per year within six months from the close of the fiscal year. Extra general shareholders’ meetings may be convened in accordance with applicable laws and regulations whenever necessary. Shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
-
Article 11: The shareholders unable to attend the shareholders’ meeting in person shall comply with the Article 177 of the Company Act and the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies issued by the competent authority to appoint a proxy to attend the meeting and execute their power.
-
Article 12: The Chairperson of the Board shall chair the shareholders’ meeting. Where the Chairperson of the Board is on leave or unable to perform his/her duties, the proxy shall act in place of the chairperson in accordance with Article 208 of the Company Act herein.
-
Article 13: Each shareholder of the Company is entitled to one vote for each share held. The shareholders have no voting rights once any circumstance occurs and applies to the Company under Article 179 of the Company Act.
-
Article 14: Except as otherwise provided by the Company Act, resolutions of a shareholders’ meeting shall be adopted at a meeting attended by shareholders representing a majority of the total number of issued shares and at which meeting a majority of the shareholders vote in favor of such resolutions. Where the Company cancelling its public offering, the Company shall submit this matter to the shareholders’ meeting for resolution.
-
Voting rights of shareholders may be exercised by way of electronic transmission. A shareholder who exercises his/her votes by way of electronic transmission shall be deemed to have attended such general meeting in person. Any other related matters shall be dealt with in accordance with the applicable laws, rules and regulations.
-
Article 15: Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, provided that provisions in Article 183 of The Company Act, be fulfilled.
Chapter 4 Directors, Audit Committees
-
Article 16: The Company shall have five to nine Directors, all to be elected from persons having legal capacity at a shareholders’ meeting and are eligible for re-election. Directors shall each hold office for a term of three (3) years. The special election of Directors shall adopt the full-fledged candidate nomination measure. If the percentage of shareholdings of all the Directors selected is subject to the provisions separately prescribed by the competent authority in charge of securities affairs, such provisions shall prevail.
-
Article 16-1: The number of Independent Directors shall be no less than three, and shall be no less than one fifth of the total number of Directors. The Independent Directors shall be elected from among the list of candidates for Independent Directors by the shareholders’ meeting. Matters regarding professional qualification, restrictions on shareholdings, concurrent positions held, method of nomination and election and other matters for compliance with respect to Independent Directors shall be subject to the rules prescribed by the competent authority in charge of securities affairs.
-
Article 17: When the number of vacancies in the Board of Directors of the Company equals to one
21
third of the total number of Directors or all the Independent Directors have been dismissed for any reason, the Board of Directors shall call a meeting of shareholders to elect succeeding Directors to fill the vacancies. The new Directors shall serve the remaining term of service until the expiry of the existing Directors’ present term of office, except for the overall re-election of Directors.
-
Article 18: The Board shall be formed by the Directors. The chairperson of the Board shall be elected from among the Directors by a majority vote of the Directors present at a meeting attended by at least two-thirds of all Directors. The exercise of all the matters shall be handled by the chairperson of the Board in accordance with the provisions of laws and regulations and the Articles of Incorporations of the company, and the resolutions adopted by the shareholders' meetings and the meetings of the board of directors.
-
Article 19: The resolution on Company’s guidelines for management and other important matters shall be adopted by the Board of Directors. Others shall be convened and presided by the Chairman of the Board of Directors, except the calling for the first meeting of each term of the Board of Directors which shall be convened by the Board of Directors in accordance with Article 203 of the Company Act. In case the chairman of the Board of Directors cannot exercise his power and authority for any cause, the chairman of the Board of Directors shall designate one of the Directors to act on his behalf. In the absence of such a designation, the Directors shall elect from among themselves an acting chairman of the Board of Directors.
-
Article 19-1: A notice specifying the reason for convening a Board meeting shall be sent to all Directors seven (7) days prior to the meeting; provided, however, that a Board meeting may be convened on short notice in the event of emergency. Such notice may be served in the form of writing, E-mail, or Fax.
-
Article 20: Unless otherwise provided by the Company Act, the meeting of the Board of Directors shall be attended by over one-half of the entire Directors of the Company. The resolutions of a directors’ meeting shall be adopted with the consent of a majority of the Directors present at the meeting. In case a Director cannot, for cause, attend a meeting, he/she shall, in each time, issue a written proxy. The proxy form shall state therein the scope of authority of such proxy with reference to the subject matters to be discussed as listed in the Board meeting notice. A Director may accept the appointment to act as the proxy of one other Director only.
-
Article 21: When the Company’s Directors perform their duties for the Company, the Company may pay remuneration regardless of whether the Company operates at a profit or loss. The Board of Directors is authorized to decide the rates of such remuneration by taking into account the extent and value of the services provided for the management of the Company. The remuneration of directors shall be determined without succeeding the standards on the highest emolument prescribed in the Company’s regulations on the salary payment. The Board of Directors of the Company may resolve to pay the transportation allowances to Directors and may purchase liability insurance for Directors at a level consistent with general practices in the industry.
-
Article 21-1: The Company’s Board meeting may set up various functional committees and shall establish the respective organizational codes of each functional committee based on operation needs.
-
Article 22: The Company may establish the Audit Committee pursuant to Article 14-4 of the Securities and Exchange Act based on operation needs. The Audit Committee shall be organized by at least three Independent Directors. The members of the Audit Committee are responsible for exercising the powers conferred by the Company Act, the Securities and Exchange Act and any other legal rules for prescribing the powers of supervisors.
-
Article 22-1: The Company shall set up the Audit Committee according to laws, which shall consist of the entire Independent Directors. Powers conferred by the Company Act, the Securities and Exchange Act and any other law to be exercised by supervisors shall be exercised by
22
the Audit Committee.
Matters concerning the number of committee members, the tenure, the authority and assigned duties, the parliamentary rules, and the resources to be provided by the Company when the Audit Committee exercises its powers shall be adopted pursuant to the Taiwan Regulations Governing the Exercise of Powers by Audit Committees of Public Companies and prescribed in accordance with the laws based on organization charters of the Audit Committee.
Chapter 5 Managerial officers and staffs
-
Article 23: The Company may have one president. The appointment, dismissal and remuneration of the president shall be handled in accordance with Article 29 of the Company Act herein.
-
Article 24: Following the resolutions adopted at a meeting of the Board of Directors and instructions of the Chairman of the Board, the President shall take charge of all the Company’s business operations.
Chapter 6 Final Accounts
-
Article 25: At the end of each fiscal year, the Board of Directors shall prepare the following documents: (1) Business report (2) Financial report (3) Proposal for allocating profit or covering loss, which shall be submitted to the Audit Committee for review and approval 30 days prior to the regular shareholders' meetings in accordance with the laws, and submitted to the regular shareholders' meetings for approval.
-
Article 26: The Company’s profit distributable to the employees as compensation for the current year shall mean the annual profit for such year before tax after deducting employees’ and Directors’ compensation of the Company. After reserving a sufficient amount out of the net income to set off the accumulated losses at the end of year, the Company may distribute no less than five percent (5%) to the employees as the Employees’ compensation and may distribute not more than 3% to the Directors as the Directors’ compensation. The amount of the aforementioned employee compensation should not be less than 10% and should be allocated to the frontline employees.
-
The decision on proportion of distribution for employees’ and Directors’ compensation and employees’ compensation shall be paid either in the form of Shares or in cash, upon resolution by a majority votes at a meeting of the Directors attended by two-thirds or more of the Directors. Such resolution shall be reported to the Shareholders at a general meeting. The Company may allocate the profit distributable to the employees as compensation, to be paid in cash, to employees including the employees of subsidiaries of the Company meeting certain specific requirements, entitled to receive Shares or cash.
-
Article 26-1: The earnings distribution or loss offset shall be proposed at the close of each half year. The half a year’s earnings, if any, shall first be used to pay all taxes, reserve employee compensation, and offset prior years’ accumulated losses and then set aside 10% as legal reserve. When such legal reserve amounts to the total paid-in capital, the Company shall not be subject to this requirement. The Company may then appropriate or reverse a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the previous half year’s accumulated undistributed earnings, may be distributed in cash according to the distribution plan proposed by the Board of Directors and approved by the Board of Directors or by issuance of new shares according to the distribution plan proposed by the Board of Directors and approved by the shareholders’ meeting.
-
Article 26-2: The current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ accumulated losses and then set aside 10% as legal reserve. The Company may then appropriate or reverse a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the accumulated undistributed earnings, may be distributed by issuance of new shares according to the distribution plan proposed by the
23
Board of Directors and approved by the shareholders’ meeting.
According to Paragraph 5, Article 240 of the Company Act, the Company may authorize the distributable dividends and bonuses, or legal reserve and capital reserve set forth in Paragraph 1, Article 241 of the Company Act, in whole or in part, to be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; in addition thereto, a report of such distribution shall be submitted to the shareholders’ meeting.
Chapter 7 Supplemental Provisions
Article 27: The Company’s Charter and operational regulations shall be separately established and adopted by the Board of Directors.
- Article 28: Matters not addressed by these Articles of Incorporation shall be governed by the Company Act and any other applicable laws.
Article 29: These Articles of Incorporation were adopted on May 26, 1998. The 1st amendment was made on February 22, 2000.
The 2nd amendment was made on December 11, 2000. The 3rd amendment was made on June 20, 2002. The 4th amendment was made on June 26, 2003. The 5th amendment was made on May 27, 2004. The 6th amendment was made on December 7, 2005. The 7th amendment was made on June 23, 2006. The 8th amendment was made on May 25, 2007. The 9th amendment was made on October 17, 2007. The 10th amendment was made on June 25, 2008. The 11th amendment was made on June 8, 2010. The 12th amendment was made on June 13, 2012. The 13th amendment was made on May 29, 2014. The 14th amendment was made on May 27, 2016. The 15th amendment was made on May 29, 2018. The 16th amendment was made on December 14, 2018. The 17th amendment was made on May 29, 2019 The 18th amendment was made on May 26, 2022 The 19th amendment was made on May 29, 2025
MACHVISION Inc Co., Ltd.
Chairman: Wang, Guang-Shiah
24
Appendix 2
MACHVISION Inc. Co., Ltd. Rules and Procedures of Shareholders’ Meetings
Approved and made on May 25, 2023.
-
Article 1 These Guidelines are stipulated to establish a robust governance system for the shareholders’ meeting of the Company, improve its supervision functions and strengthen management functions.
-
Article 2 The Company shall provide a sign-in book allowing attending Shareholders to sign in or require attending Shareholders to submit attendance cards in lieu of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.
-
Article 3 The Shareholders’ Meeting of the Company shall be convened by the Board of Directors unless there are regulations from the Articles of Incorporation of the Company or other Acts. Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice. The 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. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, 15 days before the date of the shareholders meeting, the Company shall also prepare 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. The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting: 1. For physical shareholders’ meetings, to be distributed on-site at the meeting. 2. For hybrid shareholders’ meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform. 3. For virtual shareholders’ meetings, electronic files shall be shared on the virtual meeting platform. The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the notice of the meeting may be given in the electronic form.
-
Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the company, or any matter under Paragraph 1 of Article 185 of the Company Act shall be set out and explained the essential contents in the notice of the reasons for convening the shareholders’ meeting. None of the above matters
25
may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.
Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a general shareholders’ meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda, provided a shareholder proposal for urging the Company to promote public interests or fulfill its social responsibilities may still be included in the agenda by the board of directors. In addition, if any of the circumstances specified in any subparagraphs of Paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
Prior to the book closure date before the general shareholders’ meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
each of the shareholder-submitted proposals containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the general shareholders’ meeting and take part in the discussion of the proposal.
Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting, the board of directors shall explain the reasons for the exclusion of any shareholder proposals not included in the agenda.
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Article 4 Shareholders are required by each attending of shareholders 'meeting, to present the power of attorney issued by the Company that set out the scope of authorization, entrusted agents to attend the shareholders' meeting. A shareholder shall present one power of attorney, and shall entrust one person only, and deliver to the Company 5 days before the shareholders meeting, if the power of attorney is repeated in the contents, the first delivered shall be the effective subject. But the statements to revoke the former expression are not restricted by this regulation. Upon the delivery of the power of attorney to the Company, the shareholders who intend to attend the shareholders 'meeting in person shall, at least 2 days before the shareholders' meeting, notify the Company in writing of the cancellation of the entrustment; the overdue revocation shall entitle the entrusted agent to attend the exercise of the voting right. If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
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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. The restrictions on the place of the meeting shall not apply when the Company convenes a virtual shareholders meeting.
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Article 6 The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders’ meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attending the shareholders meeting in person. Shareholders 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. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall provide attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date. In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
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Article 6-1
To convene a virtual shareholders meeting, the Company shall include the following particulars in the shareholders meeting notice:
The ways that shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
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A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
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B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
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C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
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D. Actions to be taken if the outcome of all proposals has been announced and extraordinary motion has not been carried out.
To convene a virtual shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
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Article 7 If a shareholders’ meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall preside at the said shareholders’ meeting. In case the Chairman is on leave of absence, or cannot exercise his powers and authority, the Vice Chairman shall act as chair at the shareholders’ meeting. If there is no Vice Chairman, or the Vice Chairman is also on leave of absence, or cannot exercise his powers and authority, the Chairman shall designate a Managing Director to act in lieu of him; if there is no Managing Director, the Chairman shall designate a Director to act in lieu of him. When a managing director or a director serves as chair who is referred to in the preceding paragraph, the managing director or director shall have 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 juridical person director that serves as chair. It is advisable that shareholders’ meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders’ meeting is convened by a party with the power to convene but other than the board of directors, the convening party shall chair the meeting. If the Chairman does not designate a Director, the Managing Directors or Directors shall elect one from among themselves to act in lieu of the Chairman. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
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Where the shareholders’ meeting is convened by any person, other than the Board of Directors, such person shall act as the chairman of that meeting.
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Article 8 The Company, starting from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote-counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit in accordance with Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Where a shareholders meeting is held in a virtual way, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
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The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
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Article 9 Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform; in the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
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If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the 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 one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act..
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Article 10 The agenda of the Shareholders’ Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Related motions (including extempore motions and amendment motion) should be voted. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.
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The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting. Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved. 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 shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned. Besides, the voting time should be arranged appropriately.
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Article 11 When a shareholder presents at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.
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If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.
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interrupt the speeches of the other shareholders, otherwise the chairman shall stop such interruption. Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
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Article 12 Votes at shareholders’ meetings shall be calculated based on numbers of shares. With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as a proxy for any other shareholder.
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The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
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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 a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. 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 Paragraph 2 of Article 179 of the Company Act. When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days prior to 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 the Company, by the same means by which the voting rights were exercised, two days prior to the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except otherwise specified in the Company Act or in the Company’s Charters, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. At the time of voting, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary. The vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote. When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days
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before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
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Article 14 The election of directors or supervisors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
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Article 15 Any 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.
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The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The meeting minutes shall be retained for the duration of the existence of the Company.
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Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minute alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
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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 the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
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During the Company’s virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
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If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
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Article 17 All supporting staff for the shareholders’ meeting shall wear an identification badge or arm-band. The chairman may conduct the disciplinary officers (or the security guards) to assist in keeping order of the Meeting place. Such disciplinary officers (or security guards) shall wear badges marked "Disciplinary Officers" or identification cards for identification purpose.
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At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
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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.
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Article 18 During the meeting, the Chairman may, at his or her discretion, set time for intermission. If any event of force majeure occurs, the chair may order the meeting to be temporarily suspended and announce a time when, depending on the development of circumstance, the meeting will be resumed.
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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 or resolved, 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 five days in accordance with Article 182 of the Company Act.
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Article 19In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
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Article 20When the Company convenes a virtual shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
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Article 21When the Company convenes a virtual shareholders meeting, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
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For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
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For a meeting to be postponed or resumed under the first paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
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During a postponed or resumed session of a shareholders meeting held under the first
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paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in the first paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the first paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. For dates or periods set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Companies shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
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Article 22 When convening a virtual shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
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Article 23 The Charter shall be implemented accordingly after it has been approved and adopted at a shareholders' meeting of the Company; the same shall apply to any amendment(s) thereof.
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Appendix 3
Shareholding of All Directors
As of the date of transfer termination (August 18, 2025), the respective and current shareholding of directors recorded in the shareholder register is as follows:
| Title | Name | Number of Shares Held | Shareholding Ratio |
|---|---|---|---|
| Chairman | Wang, Guang-Shiah | 1,456,740 | 2.51% |
| Director | Advanced Semiconductor Engineering, Inc. :LeeChun-Che |
13,418,000 | 23.08% |
| Director | Chuang, Yung-Shun | 447,711 | 0.77% |
| Director | Yu, Ming-Chang | 1,073,940 | 1.85% |
| Director | Chang, Yung-Yang | 1,386,904 | 2.39% |
| Director | Yan, Wei-Chyun | 296,000 | 0.51% |
| Independent Director |
Yen, Tzong-Ming | 0 | 0.00% |
| Independent Director |
Du, Ming-Han | 0 | 0.00% |
| Independent Director |
Yang, Hsing-Yu | 0 | 0.00% |
As of the date of transfer termination (August 18, 2025), the total number of shares issued is 58,146,234.
The minimum Number of shares held of all Directors: 4,651,698 shares Record of shareholders on the date of transfer termination:
Shareholding Ratio and Number of shares of All Directors: 31.09% ; 18,079,295 shares
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