6-K
CHIPMOS TECHNOLOGIES INC (IMOS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2025
Commission File Number 001-37928
ChipMOS TECHNOLOGIES INC.
(Translation of Registrant’s Name Into English)
No. 1, R&D Rd. 1, Hsinchu Science Park
Hsinchu, Taiwan
Republic of China
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Copies of notices of ChipMOS TECHNOLOGIES INC.’s 2025 annual general meeting of shareholders and related materials are attached as Exhibits 99.1 through 99.4 to this Form 6-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: April 25, 2025 | ChipMOS TECHNOLOGIES INC.<br><br>(Registrant) | |
|---|---|---|
| By: | /S/ S. J. Cheng | |
| Name: | S. J. Cheng | |
| Title: | Chairman & President | |
| Exhibit Number | Description | |
| --- | --- | |
| 99.1 | Depositary’s Notice of 2025 Annual Shareholders’ Meeting for American Depositary Shares | |
| 99.2 | 2025 Voting Instructions of 2025 Annual Shareholders’ Meeting for American Depositary Shares | |
| 99.3 | Company’s Notice of 2025 Annual Shareholders’ Meeting for the Shareholders (Translation) | |
| 99.4 | 2025 Annual Shareholders’ Meeting Handbook (Translation) |
EX-99.1
Exhibit 99.1
| Time Sensitive<br><br>Materials |
|---|
Depositary’s Notice of
2025 Annual Shareholders’ Meeting of
ChipMOS TECHNOLOGIES INC.
| ADSs: | American Depositary Shares evidenced by American<br><br>Depositary Receipts (“ADRs”). |
|---|---|
| ADS CUSIP No.: | 16965P202.* |
| ADS Record Date: | March 28, 2025. |
| Meeting Specifics: | 2025 Annual Shareholders’ Meeting - May 27, 2025 at 9:00 A.M. (local time) at the Hsinchu Science Park Life Hub, Einstein Hall, 2F, No. 1, Industry E. 2nd Rd., Hsinchu Science Park, Hsinchu, Taiwan (the "Meeting"). |
| Meeting Agenda: | Please refer to the Company’s Meeting Handbook which is available at https://www.chipmos.com/english/ir/info.aspx. |
| ADS Voting Instructions Deadline: | On or before 10:00 A.M. (New York City time) on May 19, 2025. |
| Deposited Securities: | Common shares, par value NT$10 per share ("Share"), of ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of the Republic of China (the “Company”). |
| ADS Ratio: | 20 Shares to 1 American Depositary Share ("ADS"). |
| Depositary: | Citibank, N.A. |
| Custodian of Deposited Securities: | First Commercial Bank. |
| Deposit Agreement: | Deposit Agreement, dated October 31, 2016 by and among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs evidenced by ADRs issued thereunder. |
*ADS CUSIP No. is provided as a convenience only and without any liability for accuracy.
To be counted, your Voting Instructions need to be received by the
Depositary prior to 10:00 A.M. (New York City time) on
May 19, 2025.
Note that if you do not timely return the Voting Instructions to the Depositary, the Deposited Securities represented by your ADSs may nevertheless be voted upon the terms set forth in the Deposit Agreement.
The Company has announced that an Annual Shareholders’ Meeting will be held at the date, time and location identified above. A copy of the Company's Meeting Handbook which includes the agenda for such Meeting is available at https://www.chipmos.com/english/ir/info.aspx. Additionally, the Company's annual and financial reports are available on the Company's corporate website at https://www.chipmos.com. As set forth in the Section 4.10(a) of the Deposit Agreement, Holders of record of ADSs as of the close of business on the ADS Record Date, will be entitled, subject to applicable provisions of the laws of the Republic of China, the provisions of the Deposit Agreement, the Articles of Incorporation of the Company and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights pertaining to the Deposited Securities represented by such Holders’ ADSs.
Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.
In accordance with and subject to the terms of Section 4.10 of the Deposit Agreement, upon timely receipt of signed and completed Voting Instructions from a Holder of ADSs, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement and the Deposited Securities, to vote, or cause the Custodian to vote (in person or by proxy), the Deposited Securities in respect of which Voting Instructions have been received in accordance with the instructions contained therein.
Please note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, the Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Deposited Securities represented by ADSs other than in accordance with the instructions of Holders as of the ADS Record Date or as provided below. The Depositary shall not exercise any voting discretion over the Deposited Securities.
Please also note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, if the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Deposited Securities may be adversely affected.
Please further note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, if the Depositary timely receives voting instructions from a Holder which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Notwithstanding anything else contained herein, the Depositary shall represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at the relevant meeting. For the avoidance of doubt, if the Depositary has given a discretionary proxy to a person designated by the Company to vote the Deposited Securities, that person shall be free to exercise the votes attaching to those Deposited Securities in any manner he or she wishes, which may not be in the best interests of the Holders.
Please also note that pursuant to Section 3.5 of the Deposit Agreement, the Company may restrict transfers of ADSs where such transfer may result in the total number of Deposited Securities represented by such ADSs owned by a single Holder or Beneficial Owner to exceed limits imposed by applicable law or the Articles of Incorporation of the Company, and may instruct the Depositary to take action including, but not limited to, the removal or limitation of voting rights with respect to any Holder or Beneficial Owner of ADSs representing Deposited Securities in excess of such limits.
Please also note that the Company has informed the Depositary that pursuant to Article 165 of the Company Act, the registration of shareholders of the Company will cease from March 29, 2025 to May 27, 2025.
The information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forwarding this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligation of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and summarized in the ADRs. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.
If you have any questions about the way in which Voting Instructions may be delivered to the Depositary, please contact Citibank, N.A. - ADR Shareholder Services at (877-248-4237).
Citibank, N.A., as Depositary
EX-99.2
Exhibit 99.2
| 2025 Annual Shareholders’ Meeting |
|---|
The Voting Instructions must be signed, completed and received at the indicated address prior to
10:00 A.M. (New York City time) on May 19, 2025 for action to be taken.
| 2025 VOTING INSTRUCTIONS | |
|---|---|
| ADS CUSIP No.: | 16965P202.* |
| ADS Record Date: | March 28, 2025. |
| Meeting Specifics: | 2025 Annual Shareholders’ Meeting - May 27, 2025 at 9:00 A.M. (local time) at the Hsinchu Science Park Life Hub, Einstein Hall, 2F, No. 1, Industry E. 2nd Rd., Hsinchu Science Park, Hsinchu, Taiwan (the "Meeting"). |
| Meeting Agenda: | Please refer to the Company’s Meeting Handbook which is available at https://www.chipmos.com/english/ir/info.aspx. |
| Depositary: | Citibank, N.A. |
| Deposit Agreement: | Deposit Agreement, dated October 31, 2016. |
| Deposited Securities: | Common shares, par value NT10 per share, of the Company. |
| Custodian: | First Commercial Bank. |
All values are in US Dollars.
*ADS CUSIP No. is provided as a convenience only and without any liability for accuracy.
The undersigned holder, as of the ADS Record Date, of the American Depositary Receipt(s) issued under the Deposit Agreement and evidencing the American Depositary Shares identified on the reverse side hereof (such American Depositary Shares, the “ADSs”), hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof.
Please note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, the Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Deposited Securities represented by ADSs other than in accordance with the instructions of Holders as of the ADS Record Date or as provided below. The Depositary shall not exercise any voting discretion over the Deposited Securities.
Please also note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, if the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Deposited Securities may be adversely affected.
Please further note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, if the Depositary timely receives voting instructions from a Holder which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Notwithstanding anything else contained herein, the Depositary shall represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at the relevant meeting. For the avoidance of doubt, if the Depositary has given a discretionary proxy to a person designated by the Company to vote the Deposited Securities, that person shall be free to exercise the votes attaching to those Deposited Securities in any manner he or she wishes, which may not be in the best interests of the Holders.
Please also note that pursuant to Section 3.5 of the Deposit Agreement, the Company may restrict transfers of ADSs where such transfer may result in the total number of Deposited Securities represented by such ADSs owned by a single Holder or Beneficial Owner to exceed limits imposed by applicable law or the Articles of Incorporation of the Company, and may instruct the Depositary to take action including, but not limited to, the removal or limitation of voting rights with respect to any Holder or Beneficial Owner of ADSs representing Deposited Securities in excess of such limits.
Please also note that the Company has informed the Depositary that pursuant to Article 165 of the Company Act, the registration of shareholders of the Company will cease from March 29, 2025 to May 27, 2025.
Please indicate on the reverse side hereof how the Deposited Securities are to be voted.
The Voting Instructions must be marked, signed and returned on time in order to be counted.
By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein.
Proposals
- Matters for Ratification
- Adoption of the business report and financial statements for fiscal year 2024.
- Adoption of the earnings distribution plan for fiscal year 2024.
- Matters for Discussion
- Amendments to Articles of Incorporation.
- Amendments to the Rules of Procedure for Shareholders’ Meeting.
- Amendments to the Rules for Election of Directors and Independent Directors.
The Company has informed the Depositary that its Board of Directors recommends a "FOR" vote for all proposals.
| A | Issues | ChipMOS TECHNOLOGIES INC. | |
|---|---|---|---|
| For | Against | Abstain | |
| --- | --- | --- | --- |
| Proposal III(1) | ☐ | ☐ | ☐ |
| Proposal III(2) | ☐ | ☐ | ☐ |
| Proposal IV(1) | ☐ | ☐ | ☐ |
| Proposal IV(2) | ☐ | ☐ | ☐ |
| Proposal IV(3) | ☐ | ☐ | ☐ |
| B | Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. | ||
| --- | --- |
If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give Voting Instructions “FOR” the unmarked issue.
If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” Voting Instruction for such issue.
Please be sure to sign and date this Voting Instructions Card.
Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be in full name by a duly authorized officer with full title as such.
| Signature 1 - Please keep signature within the line | Signature 2 - Please keep signature within the line | Date (mm/dd/yyyy) | ||
|---|---|---|---|---|
| / | / |
EX-99.3
Exhibit 99.3
Meeting Notice for Annual Shareholders’ Meeting
(Summary Translation)
(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistency between the Chinese original and this translation, the Chinese version shall prevail.)
The 2025 Annual Shareholders’ Meeting (the “Meeting”) of ChipMOS TECHNOLOGIES INC. (the “Company”) will be convened at 9:00 a.m., May 27, 2025 (Tuesday) at the Einstein Hall of the Hsinchu Science Park Life Hub (located at 2F., No. 1, Industry E. 2nd Rd., Hsinchu Science Park, Hsinchu City, Taiwan).
- The agenda of the Meeting is as follows:
- Report Items:
- Company’s business report for fiscal year 2024.
- Audit Committee’s review report of the financial statements.
- Report of the status of distributable compensation for employees and remuneration for directors for fiscal year 2024.
- Report of the repurchase of shares.
- Matters for Ratification:
- Adoption of the business report and financial statements for fiscal year 2024.
- Adoption of the earnings distribution plan for fiscal year 2024.
- Matters for Discussion:
- Amendments to Articles of Incorporation.
- Amendments to the Rules of Procedure for Shareholders’ Meeting.
- Amendments to the Rules for Election of Directors and Independent Directors.
- Extemporary Motions
- The Board of Directors has approved the proposal for distribution of earning of fiscal year 2024 to provide the cash dividends of NT$1.2 per share to shareholders.
- According to the Article 172 of the Company Act, the main matters should be listed in the cause of convening. Please refer to MOPS. (http://mops.twse.com.tw)
- (Omitted — not applicable to ADR holders)
- (Omitted — not applicable to ADR holders)
- (Omitted — not applicable to ADR holders)
- (Omitted — not applicable to ADR holders)
- (Omitted — not applicable to ADR holders)
- (Omitted — not applicable to ADR holders)
Sincerely,
The Board of Directors
ChipMOS TECHNOLOGIES INC.
EX-99.4
Exhibit 99.4
Table of Contents
| A. | Meeting Procedure | 1 | |
|---|---|---|---|
| B. | Meeting Agenda | 2 | |
| I. | Chairman’s Opening Remarks | 3 | |
| II. | Report Items | 3 | |
| III. | Matters for Ratification | 4 | |
| IV. | Matters for Discussion | 5 | |
| V. | Extemporary Motions | 5 | |
| C. | Attachments | ||
| 1. | Business Report | 6 | |
| 2. | Audit Committee’s Review Report | 9 | |
| 3. | Report of Independent Accountants and Financial Statements | 10 | |
| 4. | Earnings Distribution Table | 30 | |
| 5. | Comparison Table for the Amendments to Articles of Incorporation | 31 | |
| 6. | Comparison Table for the Amendments to the Rules of Procedure for Shareholders’ Meeting | 33 | |
| 7. | Comparison Table for the Amendments to the Rules for Election of Directors and Independent Directors | 35 | |
| D. | Appendix | ||
| 1. | Rules of Procedure for Shareholders’ Meeting (Before Revisions) | 37 | |
| 2. | Articles of Incorporation (Before Revisions) | 50 | |
| 3. | Shareholdings of All Directors | 56 |
A. Meeting Procedure
- Call Meeting to Order
- Chairman Takes Chair
- Chairman’s Opening Remarks
- Report Items
- Matters for Ratification
- Matters for Discussion
- Extemporary Motions
- Meeting Adjourned
-1-
B. Meeting Agenda
Shareholders’ meeting will be held by means of: Physical shareholders’ meeting
Time: 9:00 a.m., May 27, 2025 (Tuesday)
Place: Hsinchu Science Park Life Hub
(Einstein Hall, 2F., No. 1, Industry E. 2nd Rd., Hsinchu Science Park, Hsinchu City, Taiwan)
Chairman: Mr. Shih-Jye Cheng, Chairman of the Board of Directors
- Chairman’s Opening Remarks
- Report Items
- Company’s business report for fiscal year 2024.
- Audit Committee’s review report of the financial statements.
- Report of the status of distributable compensation for employees and remuneration for directors for fiscal year 2024.
- Report of the repurchase of shares.
- Matters for Ratification
- Adoption of the business report and financial statements for fiscal year 2024.
- Adoption of the earnings distribution plan for fiscal year 2024.
- Matters for Discussion
- Amendments to Articles of Incorporation.
- Amendments to the Rules of Procedure for Shareholders’ Meeting.
- Amendments to the Rules for Election of Directors and Independent Directors.
- Extemporary Motions
- Meeting Adjourned
-2-
- Chairman’s Opening Remarks
- Report Items
Item 1
Subject: Company’s business report for fiscal year 2024.
Explanatory Note:
Please refer to Attachment 1, page 6~8, for 2024 Business Report.
Item 2
Subject: Audit Committee’s review report of the financial statements.
Explanatory Note:
Please refer to Attachment 2, page 9, for Audit Committee’s Review Report.
Item 3
Subject: Report of the status of distributable compensation for employees and remuneration for directors for fiscal year 2024.
Explanatory Note:
- Article 25 of the Company’s Articles of Incorporation provides that if there is profit in any given year, the Company shall set aside 10% thereof as employee compensation. The board of directors may resolve to pay said compensation in the form of shares or cash. Such compensation may be paid to the employees of an affiliated company who meet the conditions set by the board of directors. The board of directors may resolve to set aside no more than 0.5% of the above-mentioned profit as the remuneration of the directors. If the Company has accumulated losses, the amount for making up said losses shall be reserved before setting aside the compensation for the employees and the remuneration of directors at the rates stated above.
- Company’s profit before tax prior to the deduction of the distributable compensation of employees and remuneration for directors for 2024 was NT$1,864,837,804. It is proposed to set aside NT$186,483,780 as employees’ compensation, and NT$4,662,094 as directors’ remuneration, all in cash.
- The foregoing amounts have been adopted by the Board of Directors after being approved by the Remuneration Committee and is hereby reported at the annual shareholders’ meeting.
Item 4
Subject: Report of the repurchase of shares.
Explanatory Note:
The Company’s Board of Directors resolution to repurchase shares in order to maintain the Company’s credit and shareholders’ equity on January 21, 2025. The actual implementation details of the repurchase of shares are as follows:
| Scheduled repurchase | Actual repurchase | |
|---|---|---|
| Numbers of shares repurchased | 10,000,000 shares | 10,000,000 shares |
| Period of shares repurchased | 2025.01.22 ~ 2025.03.21 | 2025.02.03 ~ 2025.03.14 |
| Range (average) repurchase price per share (NTD) | 21.18 ~ 35.00 | 32.17 |
| Total repurchase amount (NTD) | Maximum 350,000,000 | 321,704,845 |
-3-
- Matters for Ratification
Item 1 Proposed by the Board of Directors
Subject: Adoption of the business report and financial statements for fiscal year 2024.
Explanatory Note:
- The Company’s 2024 Business Report and consolidated and parent company only Financial Statements have been approved by the Audit Committee and approved by the Board of Directors. It is hereby submitted to the annual shareholders’ meeting for approval.
- 2024 Business Report, Report of Independent Accountants, and the aforementioned Financial Statements please refer to Attachment 1 on page 6~8, Attachments 3-1 and 3-2 on page 10~29.
- Based on the foregoing, this proposal is hereby submitted to the shareholders’ meeting for approval.
Resolution:
Item 2 Proposed by the Board of Directors
Subject: Adoption of the earnings distribution plan for fiscal year 2024.
Explanatory Note:
- The Company has earnings in 2024. The Company plans to distribute dividends in the amount of NT$872,688,151 at NT$1.2 per share pursuant to the Company’s Articles of Incorporation and taking into consideration the factors including Company’s future needs of working capital, capital expenditure and shareholders’ interests. Earnings Distribution Table please refer to Attachment 4, page 30.
- The earnings distribution will be distributed in cash. If any future event affects the total number of Company’s outstanding shares (for example, the Company repurchases shares) and causes changes in the total number of Company’s outstanding shares, the Chairman is authorized to adjust the distribution ratio based on the total amount of earnings distribution approved by the 2025 annual shareholders’ meeting and the actual number of Company’s outstanding shares as of the record date of distribution.
- The cash dividend shall be calculated to the nearest NT$1 based on the ratio of the distribution, and any amount less than NT$1 shall be discarded. The aggregate amount of fractions less than NT$1 of the distribution shall be recognized as Company’s other income.
- This item has been approved by the Audit Committee and approved by the Board of Directors, and is hereby submitted to the annual shareholders’ meeting for approval.
- Based on the foregoing, this proposal is hereby submitted to the shareholders’ meeting for approval.
Resolution:
-4-
- Matters for Discussion
Item 1 Proposed by the Board of Directors
Subject: Amendments to Articles of Incorporation.
Explanatory Note:
- The Company plans to amend Articles of Incorporation pursuant to the Financial Supervisory Commission amending certain articles of Securities and Exchange Act, and the Taiwan Stock Exchange Corporation amending certain articles of Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers.
- Please refer to Attachment 5, page 31~32, for Comparison Table for the Amendments to Articles of Incorporation.
- Based on the foregoing, this proposal is hereby submitted for discussion at the shareholders’ meeting.
Resolution:
Item 2 Proposed by the Board of Directors
Subject: Amendments to the Rules of Procedure for Shareholders’ Meeting.
Explanatory Note:
- The Company plans to amend the Rules of Procedure for Shareholders’ Meeting pursuant to the Taiwan Stock Exchange Corporation amending certain articles of Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings.
- Please refer to Attachment 6, page 33~34, for Comparison Table for the Amendments to the Rules of Procedure for Shareholders’ Meeting.
- Based on the foregoing, this proposal is hereby submitted for discussion at the shareholders’ meeting.
Resolution:
Item 3 Proposed by the Board of Directors
Subject: Amendments to the Rules for Election of Directors and Independent Directors.
Explanatory Note:
- The Company plans to amend the Rules for Election of Directors and Independent Directors pursuant to the Taiwan Stock Exchange Corporation amending certain articles of Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers.
- Please refer to Attachment 7, page 35~36, for Comparison Table for the Amendments to the Rules for Election of Directors and Independent Directors.
- Based on the foregoing, this proposal is hereby submitted for discussion at the shareholders’ meeting.
Resolution:
- Extemporary Motions
- Meeting Adjourned
-5-
Attachment 1
Business Report
As the industrial environment becomes increasingly severe and end-demand was still soft in 2024, our 2024 annual revenue increased compared to 2023, however, profit declined compared to 2023. By cautiously stable operating strategy, in line with industry trend and customer requirements, ChipMOS will keep moving forward, expanding the core technologies and product developments to maintain growth momentum and improve profitability. The followings are the major operating results of 2024:
Business Results in 2024
Achievements of Business Plan Implementation
Consolidated revenue for the fiscal year ended December 31, 2024 was NT$22.70 billion, which reflects 6.3% up from 2023. The consolidated gross margin for the year was 13.0%. In individual product lines, memory product revenue increased 13.9% from 2023, and represented 37.8% of 2024 total revenue. The revenue of flat panel display driver IC (DDIC) related products, including gold bump kept flat from 2023 and represented 52.0% of 2024 total revenue. Driven by automotive and smart mobile, Automotive panel and OLED panel driver IC revenue grew more than 16.6% and 27.7% from 2023, respectively.
Budget Execution
In response to soft end demand and customers’ destocking, we strictly control the capital expenditure related to capacity expansion except the Tainan third new factory procurement, quality improvement and R&D activities. Our 2024 CapEx was NT$5.45 billion.
Financial Performance and Profitability Analysis
The profit attributable to equity holders of the Company and the basic earnings per share were NT$1.42 billion and NT$1.95. Till the end of 2024, the aggregated amount of ChipMOS’ consolidated assets were NT$45.38 billion and the cash and cash equivalents was NT$15.22 billion. The consolidated liabilities were NT$20.31 billion with the consolidated liabilities to assets ratio of 44.7%. The equity attributable to equity holders of the Company was NT$25.07 billion with the Return on Equity (ROE) was 5.7% for 2024. Overall, ChipMOS has strengthened financial structure.
Research and Developments
Single integrated device and the thinning & small foot print requirements are driving the packaging technology development with the rising of emerging applications such as AI and 5G, and the popularity of mobile devices. We completed the following technologies development results in 2024:
- Develop 2P2M with thick Copper RDL and taller copper Pillar bump height technology for power management IC product;
- Develop 12 inch stand-alone thinner technology for WLCSP product;
- Develop extremely narrow IC (width <0.42mm) of display driver COF packaging technology services;
- Technical services for COF packaging process and applying for non-display product
- DDR5 DRAM assembly technology development;
- Thermal enhanced Flip-chip BGA with heat sink assembly technology development.
-6-
Honors and Awards
ChipMOS is committed to improving the quality of corporate governance and perform corporate social responsibility. In the meantime, we integrated our core business and sustainability vision of ChipMOS to support the UN’s sustainable development goals (SDGs) by specific solid actions. In the areas of environmental, social and governance (ESG), ChipMOS has been honored with the “Top 100 Sustainable Development Enterprises Award” and the “Corporate Sustainability Report - Electronic Information Manufacturing Industry - Platinum Class” award for its sustainability concept and practices for eight consecutive years. This year, Company also, for the first time, won the Sustainability Single Performance Awards for “Information Security Leader” and “Circular Economy Leader”. As the first in OSAT to be certified by the Recycled Claim Standard, the Company awarded the “2024 Resource Recycling Outstanding Corporate - Silver Award”. Regarding to providing a safe and friendly workplace, the Company has been honored the “Healthy Workforce Sustainability Leadership Enterprise” Excellence Award.
Outline of 2025 Business Plan
Business Policy
We continue to focus on the strengths of technical services for packaging and testing products, accelerating the implementation of intelligent factory, and effectively enhancing productivity and quality through AI implementation. Meanwhile, we are also actively practicing ESG management and sustainable development for the Company. Based on the industry and market outlook, customers’ further demand and our capacity situation, the estimated sales volume in 2025 is listed as following:
| Sales Items | Estimated Sales Volume |
|---|---|
| Assembly | Approx. 2.23 billion pieces |
| Testing | Approx. 2.57 billion pieces |
| LCDD | Approx. 1.37 billion pieces |
| Bumping | Approx. 1.10 million wafers |
Key Production and Marketing Strategies
In response to the increasingly serious competition in domestic and foreign markets, we focus on niche and high-growth end-use markets. Additionally, ChipMOS is driving higher efficiency and profit through increased AI and automation to help further improve product quality, enhance efficiency. In the meantime, ChipMOS is also developing the lower material cost bumping/assembly solution to reduce the material cost and enhance the competition of Company. ChipMOS also actively implements the lower energy consumption actions to further reduce operation costs.
Key Strategies of Future Development
Looking ahead to 2025 and beyond, ChipMOS will continue to focus on the niche market regarding automotive electronics, as well as high-growth markets regarding smart mobile devices which are driven by the automation and intellectualization in industrial. By offering leading edge and reliable semi-conductor back end turnkey solutions that integrated wafer bumping and assembly, we dedicated to meet the industry demand and customers’ requirements. Additionally, ChipMOS is also driving higher efficiency and profit through increased AI and automation and expanding the revenue scale of logic and mixed-signal products to be able to drive growth in revenue and profitability.
-7-
Impacts of External Competition, Regulation and Macroeconomics
By catching up the industry trend and grasping the opportunity of product growth, ChipMOS will continuously focus on the core technology development, diversify the application field scope of our products and innovation to face more and more severe industrial environments and challenges. According to our global business strategies, we remain alongside our strategic customers for supporting their product development roadmap to make progress and grow with them. In response to the more and more stricter regulatory requirements for greenhouse gas emissions and renewable energy such as green electricity, the Company not only has actively been practicing corporate sustainable development, but also participated in the CDP. Meanwhile, to maximize value for our shareholders is our endeavor goal. We thank you for your continuous support.
| Chairman: Shih-Jye Cheng | President: Shih-Jye Cheng | Accounting Officer: Silvia Su |
|---|
-8-
Attachment 2
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2024 Business Report, Financial Statements, and proposal for allocation of earnings. The audit firm PricewaterhouseCoopers, Taiwan was retained to audit the Company’s Financial Statements and has issued an audit report. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee of the Company. According to relevant requirements of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, the Audit Committee hereby submits this report.
ChipMOS TECHNOLOGIES INC.
Convener of the Audit Committee: Yuh-Fong Tang
February 25, 2025
-9-
Attachment 3-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of ChipMOS TECHNOLOGIES INC.
Opinion
We have audited the accompanying consolidated balance sheets of ChipMOS TECHNOLOGIES INC. and its subsidiaries (the “Group”) as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of other independent accountants, as described in the Other matters section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Independent accountants’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2024 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2024 consolidated financial statements are stated as follows:
Measuring progress towards satisfaction of performance obligation
Description
Please refer to Note 4(27) to the consolidated financial statements for the accounting policies on revenue recognition; Note 5 for uncertainty of accounting estimates and assumptions of revenue recognition; and Note 6(19) for details of the revenue.
-10-
The Group’s revenue is primarily generated from the assembly and testing services of high-integration and high-precision integrated circuits based on customer’s specification, and is recognized based on measuring progress towards satisfaction of performance obligation during the service period. The Group recognized revenue associated with Assembly services, services for Display panel driver semiconductor assembly and testing and Bumping totaling NT$17,728,060 thousand for the year ended December 31, 2024. Such revenue is recognized over a period of time, during which the Group satisfied its performance obligations to the customer. The Group used an input method (input costs incurred as a percentage of total expected input costs) to measure the progress towards satisfaction of performance obligation and determine the amount of related revenue. Since the measurement of the progress towards satisfaction of performance obligation is complex and subject to management’s significant estimation, measuring progress towards satisfaction of performance obligation was identified as a key audit matter.
How our audit addressed the matter
Our key audit procedures performed in respect of the above included the following:
- Testing the effectiveness of controls relating to accounting for revenue generated from aforementioned services, including the controls addressing the completeness and accuracy of the data utilized and the management’s process to recognize and measure such revenue.
- Validating the reasonableness of total expected input costs incurred on a testing basis relating to aforementioned services, and recalculating management’s estimate of the progress towards satisfaction of performance obligation.
- Testing the reasonableness of management’s key assumptions to estimate the progress towards satisfaction of performance obligation (including utilizing data from recently completed services to estimate the progress towards satisfaction of performance obligation for in-progress services).
Other matters
Report of other independent accountants
We did not audit the financial statements of a certain investment accounted for using the equity method which were audited by other independent accountants. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements and the information on the investee disclosed in Note 13 is based solely on the reports of the other independent accountants. The balance of this investment accounted for using the equity method amounted to NT$293,089 thousand and NT$277,076 thousand, constituting 0.6% and 0.6% of the consolidated total assets as of December 31, 2024 and 2023, respectively, and total net comprehensive income including the share of profit and other comprehensive income of associate accounted for using the equity method amounted to NT$18,503 thousand and NT$13,741 thousand, constituting 1.2% and 0.8% of the consolidated total comprehensive income for the years then ended, respectively.
Parent company only financial reports
We have audited and expressed an unmodified opinion with other matters paragraph on the parent company only financial statements of ChipMOS TECHNOLOGIES INC. as of and for the years ended December 31, 2024 and 2023.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal controls as management determines are necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
-11-
Those charged with governance, including the Audit Committee, are responsible for overseeing the Group’s financial reporting process.
Independent accountants’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
- Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the footnote disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding the planned scope and timing of the audit, and significant audit findings including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
-12-
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
| /s/ Chia-Hung Lin | /s/ Chien-Yeh Hsu |
|---|
Chia-Hung Lin Chien-Yeh Hsu
For and on behalf of PricewaterhouseCoopers, Taiwan
February 25, 2025
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
-13-
ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| December 31, 2024 | December 31, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Assets | Notes | Amount | % | Amount | % | |||||
| Current assets | ||||||||||
| 1100 | Cash and cash equivalents | 6(1) | $ | 15,219,039 | 34 | $ | 12,354,035 | 27 | ||
| 1110 | Current financial assets at fair value through profit <br> or loss | 6(2) | 68,970 | - | 42,735 | - | ||||
| 1136 | Current financial assets at amortized cost | 6(3) | 46,080 | - | 41,066 | - | ||||
| 1140 | Current contract assets | 6(19) | 397,747 | 1 | 383,883 | 1 | ||||
| 1170 | Accounts receivable, net | 6(4) | 5,010,154 | 11 | 5,326,381 | 12 | ||||
| 1200 | Other receivables | 77,620 | - | 44,576 | - | |||||
| 1220 | Current tax assets | 18 | - | 403 | - | |||||
| 130X | Inventories | 6(5) | 2,694,594 | 6 | 2,568,648 | 6 | ||||
| 1410 | Prepayments | 129,294 | - | 120,273 | - | |||||
| 1460 | Non-current assets held for sale, net | 6(9) | - | - | 4,278,658 | 9 | ||||
| 11XX | Total current assets | 23,643,516 | 52 | 25,160,658 | 55 | |||||
| Non-current assets | ||||||||||
| 1517 | Non-current financial assets at fair value through <br> other comprehensive income | 6(6) | 103,013 | - | 120,317 | - | ||||
| 1535 | Non-current financial assets at amortized cost | 6(3) and 8 | 43,034 | - | 37,411 | - | ||||
| 1550 | Investments accounted for using equity method | 6(7) | 320,213 | 1 | 290,542 | 1 | ||||
| 1600 | Property, plant and equipment | 6(8) and 8 | 19,996,760 | 44 | 19,139,503 | 42 | ||||
| 1755 | Right-of-use assets | 6(10) | 1,026,591 | 3 | 1,037,502 | 2 | ||||
| 1840 | Deferred tax assets | 6(25) | 126,213 | - | 163,282 | - | ||||
| 1920 | Refundable deposits | 19,852 | - | 20,707 | - | |||||
| 1990 | Other non-current assets | 100,660 | - | 190,562 | - | |||||
| 15XX | Total non-current assets | 21,736,336 | 48 | 20,999,826 | 45 | |||||
| 1XXX | Total assets | $ | 45,379,852 | 100 | $ | 46,160,484 | 100 | |||
| (Continued) |
-14-
ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| December 31, 2024 | December 31, 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Liabilities and Equity | Notes | Amount | % | Amount | % | ||||||
| Liabilities | |||||||||||
| Current liabilities | |||||||||||
| 2100 | Short-term bank loans | 6(11)(28) | $ | 339,364 | 1 | $ | - | - | |||
| 2150 | Notes payable | 773 | - | 484 | - | ||||||
| 2170 | Accounts payable | 698,199 | 1 | 784,919 | 2 | ||||||
| 2200 | Other payables | 6(12) | 3,913,604 | 9 | 3,479,045 | 7 | |||||
| 2220 | Other payables – related parties | 7 | 21,473 | - | 58,549 | - | |||||
| 2230 | Current tax liabilities | 42,082 | - | 419,993 | 1 | ||||||
| 2250 | Current provisions | 35,924 | - | 33,564 | - | ||||||
| 2280 | Current lease liabilities | 6(28) | 235,898 | 1 | 251,668 | 1 | |||||
| 2320 | Long-term bank loans, current portion | 6(13)(28) and 8 | 3,326,042 | 7 | 2,263,718 | 5 | |||||
| 2365 | Current refund liabilities | 36,396 | - | 37,667 | - | ||||||
| 2399 | Other current liabilities | 23,690 | - | 23,611 | - | ||||||
| 21XX | Total current liabilities | 8,673,445 | 19 | 7,353,218 | 16 | ||||||
| Non-current liabilities | |||||||||||
| 2540 | Long-term bank loans | 6(13)(28) and 8 | 10,432,539 | 23 | 12,648,001 | 27 | |||||
| 2570 | Deferred tax liabilities | 6(25) | 88,460 | - | 122,345 | - | |||||
| 2580 | Non-current lease liabilities | 6(28) | 821,057 | 2 | 813,733 | 2 | |||||
| 2630 | Long-term deferred revenue | 122,293 | - | 120,963 | - | ||||||
| 2640 | Net defined benefit liability, non-current | 6(14) | 146,638 | 1 | 227,337 | 1 | |||||
| 2645 | Guarantee deposits | 6(28) | 21,186 | - | 21,235 | - | |||||
| 25XX | Total non-current liabilities | 11,632,173 | 26 | 13,953,614 | 30 | ||||||
| 2XXX | Total liabilities | 20,305,618 | 45 | 21,306,832 | 46 | ||||||
| Equity | |||||||||||
| Equity attributable to equity holders of the Company | |||||||||||
| Capital stock | 6(15) | ||||||||||
| 3110 | Capital stock – common stock | 7,272,401 | 16 | 7,272,401 | 16 | ||||||
| Capital surplus | 6(16) | ||||||||||
| 3200 | Capital surplus | 6,064,637 | 13 | 6,064,637 | 13 | ||||||
| Retained earnings | 6(17) | ||||||||||
| 3310 | Legal reserve | 3,121,210 | 7 | 2,930,973 | 6 | ||||||
| 3350 | Unappropriated retained earnings | 8,501,284 | 19 | 8,532,433 | 19 | ||||||
| Other equity interest | 6(18) | ||||||||||
| 3400 | Other equity interest | 114,702 | - | 53,208 | - | ||||||
| 31XX | Equity attributable to equity holders of the Company | 25,074,234 | 55 | 24,853,652 | 54 | ||||||
| 3XXX | Total equity | 25,074,234 | 55 | 24,853,652 | 54 | ||||||
| Significant contingent liabilities and unrecognized <br> contract commitments | 9 | ||||||||||
| 3X2X | Total liabilities and equity | $ | 45,379,852 | 100 | $ | 46,160,484 | 100 | ||||
| The accompanying notes are an integral part of these consolidated financial statements. |
-15-
ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except earnings per share)
| Years ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||||
| Items | Notes | Amount | % | Amount | % | |||||||||
| 4000 | Revenue | 6(19) | $ | 22,695,909 | 100 | $ | 21,356,228 | 100 | ||||||
| 5000 | Cost of revenue | 6(5)(23)(24) | (19,751,813 | ) | (87 | ) | (17,806,803 | ) | (83 | ) | ||||
| 5900 | Gross profit | 2,944,096 | 13 | 3,549,425 | 17 | |||||||||
| Operating expenses | 6(23)(24) | |||||||||||||
| 6100 | Sales and marketing expenses | (128,733 | ) | (1 | ) | (135,661 | ) | (1 | ) | |||||
| 6200 | General and administrative expenses | (478,553 | ) | (2 | ) | (497,742 | ) | (2 | ) | |||||
| 6300 | Research and development expenses | (1,162,765 | ) | (5 | ) | (1,093,513 | ) | (5 | ) | |||||
| 6000 | Total operating expenses | (1,770,051 | ) | (8 | ) | (1,726,916 | ) | (8 | ) | |||||
| 6500 | Other income (expenses), net | 99,892 | - | 85,943 | - | |||||||||
| 6900 | Operating profit | 1,273,937 | 5 | 1,908,452 | 9 | |||||||||
| Non-operating income (expenses) | ||||||||||||||
| 7100 | Interest income | 6(20) | 197,719 | 1 | 193,189 | 1 | ||||||||
| 7010 | Other income | 58,089 | - | 77,583 | - | |||||||||
| 7020 | Other gains and losses | 6(21) | 393,565 | 2 | 135,501 | 1 | ||||||||
| 7050 | Finance costs | 6(22) | (278,940 | ) | (1 | ) | (266,390 | ) | (1 | ) | ||||
| 7060 | Share of profit of associates and joint ventures <br> accounted for using equity method | 2,683 | - | 219,891 | 1 | |||||||||
| 7000 | Total non-operating income (expenses) | 373,116 | 2 | 359,774 | 2 | |||||||||
| 7900 | Profit before income tax | 1,647,053 | 7 | 2,268,226 | 11 | |||||||||
| 7950 | Income tax expense | 6(25) | (227,058 | ) | (1 | ) | (374,798 | ) | (2 | ) | ||||
| 8200 | Profit for the year | $ | 1,419,995 | 6 | $ | 1,893,428 | 9 | |||||||
| Other comprehensive income (loss) | ||||||||||||||
| 8311 | Gain on remeasurements of defined benefit plans | 6(14) | $ | 56,305 | - | $ | 10,699 | - | ||||||
| 8316 | Unrealized loss on valuation of equity instruments<br> at fair value through other comprehensive income | 6(6)(18) | (17,304 | ) | - | (217,785 | ) | (1 | ) | |||||
| 8320 | Share of other comprehensive income of associates <br> and joint ventures accounted for using equity <br> method that will not be reclassified to profit<br> or loss | 6(7) | 16,978 | - | 12,993 | - | ||||||||
| 8349 | Income tax effect on components that will not be <br> reclassified to profit or loss | 6(25) | (7,801 | ) | - | 41,417 | - | |||||||
| 8310 | Components of other comprehensive income (loss) <br> that will not be reclassified to profit or loss | 48,178 | - | (152,676 | ) | (1 | ) | |||||||
| 8361 | Exchange differences on translation of foreign <br> operations | 6(18) | 18,347 | - | 16,713 | - | ||||||||
| 8365 | Equity directly related to non-current assets held <br> for sale | 6(18) | 43,094 | - | (43,094 | ) | - | |||||||
| 8360 | Components of other comprehensive income (loss)<br> that will be reclassified to profit or loss | 61,441 | - | (26,381 | ) | - | ||||||||
| 8300 | Other comprehensive income (loss), net of income tax | $ | 109,619 | - | $ | (179,057 | ) | (1 | ) | |||||
| 8500 | Total comprehensive income for the year | $ | 1,529,614 | 6 | $ | 1,714,371 | 8 | |||||||
| 9750 | Earnings per share – basic | 6(26) | $ | 1.95 | $ | 2.60 | ||||||||
| 9850 | Earnings per share – diluted | 6(26) | $ | 1.93 | $ | 2.58 |
The accompanying notes are an integral part of these consolidated financial statements.
-16-
ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of New Taiwan dollars)
| Equity attributable to equity holders of the Company | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other equity interest | |||||||||||||||||||||
| Notes | Capital stock –<br>common stock | Capital<br>surplus | Legal<br>reserve | Unappropriated<br>retained<br>earnings | Financial statements<br>translation<br>differences<br><br>of foreign operations | Unrealized gain (loss) <br>on valuation of <br>financial assets at<br>fair value through <br>other comprehensive<br>income | Equity directly related to <br>non-current assets held for sale | Total equity | ||||||||||||||
| Year 2023 | ||||||||||||||||||||||
| Balance at January 1, 2023 | $ | 7,272,401 | $ | 6,064,637 | $ | 2,575,987 | $ | 8,657,696 | $ | (17,369 | ) | $ | 258,581 | $ | - | $ | 24,811,933 | |||||
| Profit for the year | - | - | - | 1,893,428 | - | - | - | 1,893,428 | ||||||||||||||
| Other comprehensive income (loss) | 6(18) | - | - | - | 8,947 | 16,713 | (161,623 | ) | (43,094 | ) | (179,057 | ) | ||||||||||
| Total comprehensive income (loss) for the year | - | - | - | 1,902,375 | 16,713 | (161,623 | ) | (43,094 | ) | 1,714,371 | ||||||||||||
| Appropriation of prior year’s earnings: | 6(17) | |||||||||||||||||||||
| Legal reserve | - | - | 354,986 | (354,986 | ) | - | - | - | - | |||||||||||||
| Cash dividends | - | - | - | (1,672,652 | ) | - | - | - | (1,672,652 | ) | ||||||||||||
| Balance at December 31, 2023 | $ | 7,272,401 | $ | 6,064,637 | $ | 2,930,973 | $ | 8,532,433 | $ | (656 | ) | $ | 96,958 | $ | (43,094 | ) | $ | 24,853,652 | ||||
| Year 2024 | ||||||||||||||||||||||
| Balance at January 1, 2024 | $ | 7,272,401 | $ | 6,064,637 | $ | 2,930,973 | $ | 8,532,433 | $ | (656 | ) | $ | 96,958 | $ | (43,094 | ) | $ | 24,853,652 | ||||
| Profit for the year | - | - | - | 1,419,995 | - | - | - | 1,419,995 | ||||||||||||||
| Other comprehensive income | 6(18) | - | - | - | 45,264 | 18,347 | 2,914 | 43,094 | 109,619 | |||||||||||||
| Total comprehensive income for the year | - | - | - | 1,465,259 | 18,347 | 2,914 | 43,094 | 1,529,614 | ||||||||||||||
| Appropriation of prior year’s earnings: | 6(17) | |||||||||||||||||||||
| Legal reserve | - | - | 190,237 | (190,237 | ) | - | - | - | - | |||||||||||||
| Cash dividends | - | - | - | (1,309,032 | ) | - | - | - | (1,309,032 | ) | ||||||||||||
| Disposal of investments in equity<br> instruments at fair value through other<br> comprehensive income | 6(18) | - | - | - | 2,861 | - | (2,861 | ) | - | - | ||||||||||||
| Balance at December 31, 2024 | $ | 7,272,401 | $ | 6,064,637 | $ | 3,121,210 | $ | 8,501,284 | $ | 17,691 | $ | 97,011 | $ | - | $ | 25,074,234 |
The accompanying notes are an integral part of these consolidated financial statements.
-17-
ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| Years ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| Notes | 2024 | 2023 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
| Profit before income tax | $ | 1,647,053 | $ | 2,268,226 | |||
| Adjustments to reconcile profit (loss) | |||||||
| Depreciation expenses | 6(8)(10)(23) | 4,856,186 | 4,779,333 | ||||
| Expected credit gains | (1,020 | ) | (302 | ) | |||
| Interest expense | 6(22) | 278,581 | 265,957 | ||||
| Interest income | 6(20) | (197,719 | ) | (193,189 | ) | ||
| Dividend income | (1,320 | ) | (6,592 | ) | |||
| Share of profit of associates and joint ventures accounted<br> for using equity method | (2,683 | ) | (219,891 | ) | |||
| Gain on valuation of financial assets at fair value through <br> profit or loss | 6(2)(21) | (48,101 | ) | (39,254 | ) | ||
| Gain on disposal of property, plant and equipment | (55,262 | ) | (18,431 | ) | |||
| Gain on disposal of non-current assets held for sale | 6(9)(21) | (72,261 | ) | - | |||
| Gain from lease modifications | (13 | ) | - | ||||
| Impairment loss on property, plant and equipment | 6(8) | 18,618 | 9,236 | ||||
| Deferred income | (22,003 | ) | (20,839 | ) | |||
| Changes in operating assets and liabilities | |||||||
| Changes in operating assets | |||||||
| Financial assets at fair value through profit or loss | 21,866 | 124,743 | |||||
| Current contract assets | (13,809 | ) | (2,470 | ) | |||
| Accounts receivable | 317,191 | (944,603 | ) | ||||
| Other receivables | (23,080 | ) | 48,736 | ||||
| Inventories | (125,946 | ) | 641,761 | ||||
| Prepayments | (9,021 | ) | 3,104 | ||||
| Changes in operating liabilities | |||||||
| Notes payable | 289 | 352 | |||||
| Accounts payable | (86,720 | ) | 224,117 | ||||
| Other payables | 143,234 | (90,786 | ) | ||||
| Current provisions | 2,360 | 6,921 | |||||
| Current refund liabilities | (1,271 | ) | 544 | ||||
| Other current liabilities | 79 | 1,293 | |||||
| Net defined benefit liability, non-current | (24,394 | ) | (21,179 | ) | |||
| Cash generated from operations | 6,600,834 | 6,816,787 | |||||
| Interest received | 191,049 | 194,136 | |||||
| Dividend received | 3,810 | 10,327 | |||||
| Interest paid | (245,910 | ) | (227,488 | ) | |||
| Income tax paid | (609,201 | ) | (186,280 | ) | |||
| Net cash generated from operating activities | 5,940,582 | 6,607,482 | |||||
| (Continued) |
-18-
ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| Years ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| Notes | 2024 | 2023 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
| Acquisition of financial assets at fair value through other<br> comprehensive income | 6(7) | $ | - | $ | (12,500 | ) | |
| Acquisition of financial assets at amortized cost | (94,845 | ) | (72,201 | ) | |||
| Proceeds from repayments of financial assets at amortized cost | 87,035 | 130,220 | |||||
| Acquisition of investments accounted for using equity method | 6(7) and 7 | (12,500 | ) | - | |||
| Proceeds from disposal of non-current assets held for sale | 6(9) | 4,394,206 | - | ||||
| Acquisition of property, plant and equipment | 6(27) | (5,081,154 | ) | (3,073,881 | ) | ||
| Proceeds from disposal of property, plant and equipment | 74,709 | 83,679 | |||||
| Decrease in refundable deposits | 922 | 1,064 | |||||
| Increase in other non-current assets | (6,811 | ) | (160,703 | ) | |||
| Increase in long-term deferred revenue | 23,333 | 14,145 | |||||
| Net cash used in investing activities | (615,105 | ) | (3,090,177 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | 6(28) | ||||||
| Proceeds from short-term bank loans | 3,225,758 | 1,273,873 | |||||
| Payments on short-term bank loans | (2,886,394 | ) | (1,273,873 | ) | |||
| Payments on lease liabilities | (320,452 | ) | (293,383 | ) | |||
| Proceeds from long-term bank loans | 1,078,496 | 2,430,224 | |||||
| Payments on long-term bank loans | (2,263,718 | ) | (1,522,918 | ) | |||
| Decrease in guarantee deposits | (49 | ) | (365 | ) | |||
| Cash dividends paid | 6(17) | (1,309,032 | ) | (1,672,652 | ) | ||
| Net cash used in financing activities | (2,475,391 | ) | (1,059,094 | ) | |||
| Effect of foreign exchange rate changes | 14,918 | (780 | ) | ||||
| Net increase in cash and cash equivalents | 2,865,004 | 2,457,431 | |||||
| Cash and cash equivalents at beginning of year | 12,354,035 | 9,896,604 | |||||
| Cash and cash equivalents at end of year | $ | 15,219,039 | $ | 12,354,035 |
The accompanying notes are an integral part of these consolidated financial statements.
-19-
Attachment 3-2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of ChipMOS TECHNOLOGIES INC.
Opinion
We have audited the accompanying parent company only balance sheets of ChipMOS TECHNOLOGIES INC. (the “Company”) as of December 31, 2024 and 2023, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of other independent accountants, as described in the Other matters section of our report, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Independent accountants’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2024 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2024 parent company only financial statements are stated as follows:
Measuring progress towards satisfaction of performance obligation
Description
Please refer to Note 4(25) to the parent company only financial statements for the accounting policies on revenue recognition; Note 5 for uncertainty of accounting estimate and assumptions of revenue recognition; and Note 6(18) for details of the revenue.
The Company’s revenue is primarily generated from the assembly and testing services of high-integration and high-precision integrated circuits based on customer’s specification, and is recognized based on measuring progress towards satisfaction of performance obligation during the service period. The Company recognized revenue associated with Assembly services, services for Display panel driver semiconductor assembly and testing and Bumping totaling NT$17,728,060 thousand for the year ended December 31, 2024. Such revenue is recognized over a period of time, during which the Company satisfied its performance obligations to the customer. The Company used an input method (input costs incurred as a percentage of total expected input costs) to measure the progress towards satisfaction of performance obligation and determine the amount of related revenue. Since the measurement of the progress towards satisfaction of performance obligation is complex and subject to management’s significant estimation, measuring progress towards satisfaction of performance obligation was identified as a key audit matter.
-20-
How our audit addressed the matter
Our key audit procedures performed in respect of the above included the following:
- Testing the effectiveness of controls relating to accounting for revenue generated from aforementioned services, including the controls addressing the completeness and accuracy of the data utilized and the management’s process to recognize and measure such revenue.
- Validating the reasonableness of total expected input costs incurred on a testing basis relating to aforementioned services, and recalculating management’s estimate of the progress towards satisfaction of performance obligation.
- Testing the reasonableness of management’s key assumptions to estimate the progress towards satisfaction of performance obligation (including utilizing data from recently completed services to estimate the progress towards satisfaction of performance obligation for in-progress services).
Other matters
Report of other independent accountants
We did not audit the financial statements of a certain investment accounted for using the equity method which were audited by other independent accountants. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in the parent company only financial statements and the information on the investee disclosed in Note 13 is based solely on the reports of the other independent accountants. The balance of this investment accounted for using the equity method amounted to NT$293,089 thousand and NT$277,076 thousand, constituting 0.6% and 0.6% of the total assets as of December 31, 2024 and 2023, respectively, and total net comprehensive income including the share of profit and other comprehensive income of associate accounted for using the equity method amounted to NT$18,503 thousand and NT$13,741 thousand, constituting 1.2% and 0.8% of the total comprehensive income for the years then ended, respectively.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal controls as management determines are necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the Audit Committee, are responsible for overseeing the Company’s financial reporting process.
Independent accountants’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
-21-
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
- Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the parent company only financial statements, including the footnote disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the Company’s audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding the planned scope and timing of the audit, and significant audit findings including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
| /s/ Chia-Hung Lin | /s/ Chien-Yeh Hsu |
|---|
Chia-Hung Lin Chien-Yeh Hsu
For and on behalf of PricewaterhouseCoopers, Taiwan
February 25, 2025
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
-22-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| December 31, 2024 | December 31, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Assets | Notes | Amount | % | Amount | % | |||||
| Current assets | ||||||||||
| 1100 | Cash and cash equivalents | 6(1) | $ | 13,568,884 | 30 | $ | 12,107,413 | 26 | ||
| 1110 | Current financial assets at fair value through <br> profit or loss | 6(2) | 68,970 | - | 42,735 | - | ||||
| 1140 | Current contract assets | 6(18) | 397,747 | 1 | 383,883 | 1 | ||||
| 1170 | Accounts receivable, net | 6(4) | 5,010,154 | 11 | 5,326,381 | 12 | ||||
| 1200 | Other receivables | 69,739 | - | 41,113 | - | |||||
| 130X | Inventories | 6(5) | 2,694,594 | 6 | 2,568,648 | 6 | ||||
| 1410 | Prepayments | 128,123 | - | 118,963 | - | |||||
| 11XX | Total current assets | 21,938,211 | 48 | 20,589,136 | 45 | |||||
| Non-current assets | ||||||||||
| 1517 | Non-current financial assets at fair value <br> through other comprehensive income | 6(6) | 103,013 | - | 120,317 | - | ||||
| 1535 | Non-current financial assets at amortized cost | 6(3) and 8 | 43,034 | - | 37,411 | - | ||||
| 1550 | Investments accounted for using equity method | 6(7) | 2,024,433 | 5 | 4,803,701 | 11 | ||||
| 1600 | Property, plant and equipment | 6(8) and 8 | 19,995,370 | 44 | 19,137,687 | 42 | ||||
| 1755 | Right-of-use assets | 6(9) | 1,024,689 | 2 | 1,031,916 | 2 | ||||
| 1840 | Deferred tax assets | 6(24) | 126,213 | 1 | 163,282 | - | ||||
| 1920 | Refundable deposits | 18,661 | - | 19,021 | - | |||||
| 1990 | Other non-current assets | 100,660 | - | 190,562 | - | |||||
| 15XX | Total non-current assets | 23,436,073 | 52 | 25,503,897 | 55 | |||||
| 1XXX | Total assets | $ | 45,374,284 | 100 | $ | 46,093,033 | 100 | |||
| (Continued) |
-23-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| December 31, 2024 | December 31, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Liabilities and Equity | Notes | Amount | % | Amount | % | |||||
| Liabilities | ||||||||||
| Current liabilities | ||||||||||
| 2100 | Short-term bank loans | 6(10)(27) | $ | 339,364 | 1 | $ | - | - | ||
| 2150 | Notes payable | 773 | - | 484 | - | |||||
| 2170 | Accounts payable | 698,199 | 2 | 784,919 | 2 | |||||
| 2200 | Other payables | 6(11) | 3,905,487 | 9 | 3,445,144 | 7 | ||||
| 2220 | Other payables – related parties | 7 | 26,745 | - | 64,377 | - | ||||
| 2230 | Current tax liabilities | 41,353 | - | 417,893 | 1 | |||||
| 2250 | Current provisions | 35,924 | - | 33,564 | - | |||||
| 2280 | Current lease liabilities | 6(27) | 234,934 | - | 245,561 | 1 | ||||
| 2320 | Long-term bank loans, current portion | 6(12)(27) and 8 | 3,326,042 | 7 | 2,263,718 | 5 | ||||
| 2365 | Current refund liabilities | 36,396 | - | 37,667 | - | |||||
| 2399 | Other current liabilities | 23,658 | - | 23,591 | - | |||||
| 21XX | Total current liabilities | 8,668,875 | 19 | 7,316,918 | 16 | |||||
| Non-current liabilities | ||||||||||
| 2540 | Long-term bank loans | 6(12)(27) and 8 | 10,432,539 | 23 | 12,648,001 | 27 | ||||
| 2570 | Deferred tax liabilities | 6(24) | 88,460 | - | 91,194 | - | ||||
| 2580 | Non-current lease liabilities | 6(27) | 820,059 | 2 | 813,733 | 2 | ||||
| 2630 | Long-term deferred revenue | 122,293 | - | 120,963 | - | |||||
| 2640 | Net defined benefit liability, non-current | 6(13) | 146,638 | 1 | 227,337 | 1 | ||||
| 2645 | Guarantee deposits | 6(27) | 21,186 | - | 21,235 | - | ||||
| 25XX | Total non-current liabilities | 11,631,175 | 26 | 13,922,463 | 30 | |||||
| 2XXX | Total liabilities | 20,300,050 | 45 | 21,239,381 | 46 | |||||
| Equity | ||||||||||
| Capital stock | 6(14) | |||||||||
| 3110 | Capital stock – common stock | 7,272,401 | 16 | 7,272,401 | 16 | |||||
| Capital surplus | 6(15) | |||||||||
| 3200 | Capital surplus | 6,064,637 | 13 | 6,064,637 | 13 | |||||
| Retained earnings | 6(16) | |||||||||
| 3310 | Legal reserve | 3,121,210 | 7 | 2,930,973 | 6 | |||||
| 3350 | Unappropriated retained earnings | 8,501,284 | 19 | 8,532,433 | 19 | |||||
| Other equity interest | 6(17) | |||||||||
| 3400 | Other equity interest | 114,702 | - | 53,208 | - | |||||
| 3XXX | Total equity | 25,074,234 | 55 | 24,853,652 | 54 | |||||
| Significant contingent liabilities and<br> unrecognized contract commitments | 9 | |||||||||
| 3X2X | Total liabilities and equity | $ | 45,374,284 | 100 | $ | 46,093,033 | 100 |
The accompanying notes are an integral part of these financial statements.
-24-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except earnings per share)
| Years ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||||
| Items | Notes | Amount | % | Amount | % | |||||||||
| 4000 | Revenue | 6(18) | $ | 22,695,909 | 100 | $ | 21,356,228 | 100 | ||||||
| 5000 | Cost of revenue | 6(5)(22)(23) | (19,751,813 | ) | (87 | ) | (17,806,803 | ) | (83 | ) | ||||
| 5900 | Gross profit | 2,944,096 | 13 | 3,549,425 | 17 | |||||||||
| Operating expenses | 6(22)(23) and 7 | |||||||||||||
| 6100 | Sales and marketing expenses | (132,731 | ) | (1 | ) | (138,697 | ) | (1 | ) | |||||
| 6200 | General and administrative expenses | (476,351 | ) | (2 | ) | (488,262 | ) | (2 | ) | |||||
| 6300 | Research and development expenses | (1,162,765 | ) | (5 | ) | (1,093,513 | ) | (5 | ) | |||||
| 6000 | Total operating expenses | (1,771,847 | ) | (8 | ) | (1,720,472 | ) | (8 | ) | |||||
| 6500 | Other income (expenses), net | 99,892 | - | 85,943 | - | |||||||||
| 6900 | Operating profit | 1,272,141 | 5 | 1,914,896 | 9 | |||||||||
| Non-operating income (expenses) | ||||||||||||||
| 7100 | Interest income | 6(19) | 174,328 | 1 | 182,533 | 1 | ||||||||
| 7010 | Other income | 58,066 | - | 77,583 | - | |||||||||
| 7020 | Other gains and losses | 6(20) | 329,586 | 1 | 135,042 | 1 | ||||||||
| 7050 | Finance costs | 6(21) | (278,684 | ) | (1 | ) | (265,830 | ) | (1 | ) | ||||
| 7070 | Share of profit of subsidiaries, associates and <br> joint ventures accounted for using equity<br> method | 118,255 | 1 | 201,151 | 1 | |||||||||
| 7000 | Total non-operating income (expenses) | 401,551 | 2 | 330,479 | 2 | |||||||||
| 7900 | Profit before income tax | 1,673,692 | 7 | 2,245,375 | 11 | |||||||||
| 7950 | Income tax expense | 6(24) | (253,697 | ) | (1 | ) | (351,947 | ) | (2 | ) | ||||
| 8200 | Profit for the year | $ | 1,419,995 | 6 | $ | 1,893,428 | 9 | |||||||
| (Continued) |
-25-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except earnings per share)
| Years ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||||||||
| Items | Notes | Amount | % | Amount | % | ||||||||
| Other comprehensive income (loss) | |||||||||||||
| 8311 | Gain on remeasurements of defined benefit plans | 6(13) | $ | 56,305 | - | $ | 10,699 | - | |||||
| 8316 | Unrealized loss on valuation of equity instruments<br> at fair value through other comprehensive <br> income | 6(6)(17) | (17,304 | ) | - | (217,785 | ) | (1 | ) | ||||
| 8330 | Share of other comprehensive income of <br> subsidiaries, associates and joint ventures<br> accounted for using equity method that will not<br> be reclassified to profit or loss | 6(7) | 16,978 | - | 12,993 | - | |||||||
| 8349 | Income tax effect on components that will not be <br> reclassified to profit or loss | 6(24) | (7,801 | ) | - | 41,417 | - | ||||||
| 8310 | Components of other comprehensive income <br> (loss) that will not be reclassified to profit<br> or loss | 48,178 | - | (152,676 | ) | (1 | ) | ||||||
| 8361 | Exchange differences on translation of foreign <br> operations | 6(17) | 18,347 | - | 16,713 | - | |||||||
| 8365 | Equity directly related to non-current assets held <br> for sale | 6(17) | 43,094 | - | (43,094 | ) | - | ||||||
| 8360 | Components of other comprehensive income<br> (loss) that will be reclassified to profit<br> or loss | 61,441 | - | (26,381 | ) | - | |||||||
| 8300 | Other comprehensive income (loss), net of <br> income tax | $ | 109,619 | - | $ | (179,057 | ) | (1 | ) | ||||
| 8500 | Total comprehensive income for the year | $ | 1,529,614 | 6 | $ | 1,714,371 | 8 | ||||||
| 9750 | Earnings per share – basic | 6(25) | $ | 1.95 | $ | 2.60 | |||||||
| 9850 | Earnings per share – diluted | 6(25) | $ | 1.93 | $ | 2.58 |
The accompanying notes are an integral part of these financial statements.
-26-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of New Taiwan dollars)
| Retained earnings | Other equity interest | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Capital stock –<br>common stock | Capital<br>surplus | Legal<br>reserve | Unappropriated retained<br>earnings | Financial statements<br>translation<br>differences of<br>foreign operations | Unrealized gain (loss) on valuation of financial assets at fair value through other comprehensive income | Equity directly related to <br>non-current assets held for sale | Total equity | ||||||||||||||
| Year 2023 | ||||||||||||||||||||||
| Balance as of January 1, 2023 | $ | 7,272,401 | $ | 6,064,637 | $ | 2,575,987 | $ | 8,657,696 | $ | (17,369 | ) | $ | 258,581 | $ | - | $ | 24,811,933 | |||||
| Profit for the year | - | - | - | 1,893,428 | - | - | - | 1,893,428 | ||||||||||||||
| Other comprehensive income (loss) | 6(17) | - | - | - | 8,947 | 16,713 | (161,623 | ) | (43,094 | ) | (179,057 | ) | ||||||||||
| Total comprehensive income (loss) for the year | - | - | - | 1,902,375 | 16,713 | (161,623 | ) | (43,094 | ) | 1,714,371 | ||||||||||||
| Appropriation of prior year’s earnings: | 6(16) | |||||||||||||||||||||
| Legal reserve | - | - | 354,986 | (354,986 | ) | - | - | - | - | |||||||||||||
| Cash dividends | - | - | - | (1,672,652 | ) | - | - | - | (1,672,652 | ) | ||||||||||||
| Balance as of December 31, 2023 | $ | 7,272,401 | $ | 6,064,637 | $ | 2,930,973 | $ | 8,532,433 | $ | (656 | ) | $ | 96,958 | $ | (43,094 | ) | $ | 24,853,652 | ||||
| Year 2024 | ||||||||||||||||||||||
| Balance as of January 1, 2024 | $ | 7,272,401 | $ | 6,064,637 | $ | 2,930,973 | $ | 8,532,433 | $ | (656 | ) | $ | 96,958 | $ | (43,094 | ) | $ | 24,853,652 | ||||
| Profit for the year | - | - | - | 1,419,995 | - | - | - | 1,419,995 | ||||||||||||||
| Other comprehensive income | 6(17) | - | - | - | 45,264 | 18,347 | 2,914 | 43,094 | 109,619 | |||||||||||||
| Total comprehensive income for the year | - | - | - | 1,465,259 | 18,347 | 2,914 | 43,094 | 1,529,614 | ||||||||||||||
| Appropriation of prior year’s earnings: | 6(16) | |||||||||||||||||||||
| Legal reserve | - | - | 190,237 | (190,237 | ) | - | - | - | - | |||||||||||||
| Cash dividends | - | - | - | (1,309,032 | ) | - | - | - | (1,309,032 | ) | ||||||||||||
| Disposal of investments in equity<br> instruments at fair value through other<br> comprehensive income | 6(17) | - | - | - | 2,861 | - | (2,861 | ) | - | - | ||||||||||||
| Balance as of December 31, 2024 | $ | 7,272,401 | $ | 6,064,637 | $ | 3,121,210 | $ | 8,501,284 | $ | 17,691 | $ | 97,011 | $ | - | $ | 25,074,234 |
The accompanying notes are an integral part of financial statements.
-27-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| Years ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| Notes | 2024 | 2023 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
| Profit before income tax | $ | 1,673,692 | $ | 2,245,375 | |||
| Adjustments to reconcile profit (loss) | |||||||
| Depreciation expenses | 6(8)(9)(22) | 4,848,824 | 4,771,113 | ||||
| Expected credit gains | (1,020 | ) | (302 | ) | |||
| Interest expense | 6(21) | 278,325 | 265,397 | ||||
| Interest income | 6(19) | (174,328 | ) | (182,533 | ) | ||
| Dividend income | 6(20) | (1,320 | ) | (6,592 | ) | ||
| Share of profit of subsidiaries, associates and joint ventures<br> accounted for using equity method | (118,255 | ) | (201,151 | ) | |||
| Gain on valuation of financial assets at fair value through <br> profit or loss | 6(2)(20) | (48,101 | ) | (39,254 | ) | ||
| Gain on disposal of property, plant and equipment | (55,262 | ) | (18,431 | ) | |||
| Gain from lease modifications | (13 | ) | - | ||||
| Impairment loss on property, plant and equipment | 6(8) | 18,618 | 9,236 | ||||
| Deferred income | (22,003 | ) | (20,839 | ) | |||
| Changes in operating assets and liabilities | |||||||
| Changes in operating assets | |||||||
| Financial assets at fair value through profit or loss | 21,866 | 124,743 | |||||
| Current contract assets | (13,809 | ) | (2,470 | ) | |||
| Accounts receivable | 317,191 | (944,603 | ) | ||||
| Other receivables | (23,886 | ) | 49,358 | ||||
| Inventories | (125,946 | ) | 641,761 | ||||
| Prepayments | (9,160 | ) | 3,407 | ||||
| Changes in operating liabilities | |||||||
| Notes payable | 289 | 352 | |||||
| Accounts payable | (86,720 | ) | 224,117 | ||||
| Other payables | 168,762 | (105,943 | ) | ||||
| Other payables – related parties | (556 | ) | 1,828 | ||||
| Current provisions | 2,360 | 6,921 | |||||
| Current refund liabilities | (1,271 | ) | 544 | ||||
| Other current liabilities | 67 | 1,312 | |||||
| Net defined benefit liability, non-current | (24,394 | ) | (21,179 | ) | |||
| Cash generated from operations | 6,623,950 | 6,802,167 | |||||
| Interest received | 172,882 | 184,153 | |||||
| Dividend received | 3,810 | 10,327 | |||||
| Interest paid | (245,654 | ) | (226,928 | ) | |||
| Income tax paid | (603,703 | ) | (183,849 | ) | |||
| Net cash generated from operating activities | 5,951,285 | 6,585,870 | |||||
| (Continued) |
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ChipMOS TECHNOLOGIES INC
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| Years ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| Notes | 2024 | 2023 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
| Acquisition of financial assets at fair value through other<br> comprehensive income | 6(7) | $ | - | $ | (12,500 | ) | |
| Acquisition of financial assets at amortized cost | (43,034 | ) | (37,411 | ) | |||
| Proceeds from repayments of financial assets at amortized cost | 37,411 | 37,362 | |||||
| Acquisition of investments accounted for using equity method | 6(7) | (12,500 | ) | - | |||
| Return of shares due to capital reduction by the investee<br> for using equity method | 6(7) | 2,985,952 | - | ||||
| Acquisition of property, plant and equipment | 6(26) | (5,081,082 | ) | (3,072,355 | ) | ||
| Proceeds from disposal of property, plant and equipment | 74,709 | 83,679 | |||||
| Decrease in refundable deposits | 360 | 1,347 | |||||
| Increase in other non-current assets | (6,811 | ) | (160,703 | ) | |||
| Increase in long-term deferred revenue | 23,333 | 14,145 | |||||
| Net cash used in investing activities | (2,021,662 | ) | (3,146,436 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | 6(27) | ||||||
| Proceeds from short-term bank loans | 3,225,758 | 1,273,873 | |||||
| Payments on short-term bank loans | (2,886,394 | ) | (1,273,873 | ) | |||
| Payments on lease liabilities | (313,213 | ) | (285,317 | ) | |||
| Proceeds from long-term bank loans | 1,078,496 | 2,430,224 | |||||
| Payments on long-term bank loans | (2,263,718 | ) | (1,522,918 | ) | |||
| Decrease in guarantee deposits | (49 | ) | (365 | ) | |||
| Cash dividends paid | 6(16) | (1,309,032 | ) | (1,672,652 | ) | ||
| Net cash used in financing activities | (2,468,152 | ) | (1,051,028 | ) | |||
| Net increase in cash and cash equivalents | 1,461,471 | 2,388,406 | |||||
| Cash and cash equivalents at beginning of year | 12,107,413 | 9,719,007 | |||||
| Cash and cash equivalents at end of year | $ | 13,568,884 | $ | 12,107,413 |
The accompanying notes are an integral part of these financial statements.
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Attachment 4
ChipMOS TECHNOLOGIES INC.
Earnings Distribution Table
2024
Unit: NT$
| Item | Total | Note | |
|---|---|---|---|
| Unappropriated retained earnings at January 1, 2024 | $ | 7,033,163,202 | |
| After tax earnings of year 2024 | |||
| Add:Remeasurement of defined benefit plans | |||
| Add:Impact from investment accounted for using equity method | |||
| After tax earnings of year plus items other than after tax earnings of year | 1,468,121,306 | ||
| Less:Appropriation of legal reserve | (146,812,131) | ||
| Retained earnings available for distribution as of December 31, 2024 | 8,354,472,377 | ||
| Distribution items | |||
| Dividends to shareholders (NT1.2 per share) | (872,688,151) | ||
| Unappropriated retained earnings at December 31, 2024 | $ | 7,481,784,226 |
All values are in US Dollars.
Note 1: As of December 31, 2024, the number of the Company’s outstanding shares entitled to participate in distribution is 727,240,126 shares.
Note 2: The distribution of less than $1 (fractional share) cash dividends are recognized as other income.
| Chairman: Shih-Jye Cheng | President: Shih-Jye Cheng | Accounting Officer: Silvia Su |
|---|
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Attachment 5
ChipMOS TECHNOLOGIES INC.
Comparison Table for the Amendments to
Articles of Incorporation
| After Amendment | Before Amendment | Note |
|---|---|---|
| Article 16-1<br><br>The Company shall have independent directors in accordance with Article 14-2 of the Securities and Exchange Act. Among the directors, there shall be three to five independent directors, the total number of which shall not be less than one-third of the directors.<br><br>The chairman and president or the same position are the same person or spouse or first-degree relatives. There must be at least four independent directors and more than half of the directors should not serve as employees or managers.<br><br>The professional qualifications, shareholding, term, restrictions on holding concurrent positions, and other requirements of the independent directors shall be handled in accordance with relevant laws and regulations promulgated by securities authorities. | Article 16-1<br><br>The Company shall have independent directors in accordance with Article 14-2 of the Securities and Exchange Act. Among the directors, there shall be three to five independent directors, the total number of which shall not be less than one-fifth of the directors.<br><br>The chairman and president or the same position are the same person or spouse or first-degree relatives. There must be at least four independent directors and more than half of the directors should not serve as employees or managers.<br><br>The professional qualifications, shareholding, term, restrictions on holding concurrent positions, and other requirements of the independent directors shall be handled in accordance with relevant laws and regulations promulgated by securities authorities. | Amendment is made in compliance with the revision to Article 4 of the “Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers.” |
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| After Amendment | Before Amendment | Note |
|---|---|---|
| Article 25<br><br>If there is profit in any given year, the Company shall set aside 10% thereof as employee compensation, of which the amount distributed to non-executive employees shall not be less than 3% of the profit. The board of directors may resolve to pay said compensation in the form of shares or cash. Such compensation may be paid to the employees of an affiliated company who meet the conditions set by the board of directors. The board of directors may resolve to set aside no more than 0.5% of the above-mentioned profit as the remuneration of the directors. A proposal on the compensation for the employees and remuneration of the directors shall be presented at the shareholders’ meeting. If the Company has accumulated losses, the amount for making up said losses shall be reserved before setting aside the compensation for the employees and the remuneration of directors at the rates stated above. | Article 25<br><br>If there is profit in any given year, the Company shall set aside 10% thereof as employee compensation. The board of directors may resolve to pay said compensation in the form of shares or cash. Such compensation may be paid to the employees of an affiliated company who meet the conditions set by the board of directors. The board of directors may resolve to set aside no more than 0.5% of the above-mentioned profit as the remuneration of the directors. A proposal on the compensation for the employees and remuneration of the directors shall be presented at the shareholders’ meeting. If the Company has accumulated losses, the amount for making up said losses shall be reserved before setting aside the compensation for the employees and the remuneration of directors at the rates stated above. | Amendment is made in compliance with the revision to Article 14, Paragraph 6 of the “Securities and Exchange Act.” |
| Article 28<br><br>These Articles of Incorporation are agreed upon and signed by all the promoters of the Company on July 17, 1997. […] The twenty-first amendment was made on May 26, 2022. The twenty-second amendment was made on May 27, 2025. | Article 28<br><br>These Articles of Incorporation are agreed upon and signed by all the promoters of the Company on July 17, 1997. […] The twenty-first amendment was made on May 26, 2022. | Incorporate in the Date of this Amendment. |
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Attachment 6
ChipMOS TECHNOLOGIES INC.
Comparison Table for the Amendments to
the Rules of Procedure for Shareholders’ Meeting
| After Amendment | Before Amendment | Note |
|---|---|---|
| II.2<br><br>To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:<br><br>(Omitted)<br><br>3. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Except in the circumstances set out in Article 44-9, paragraph 6 of the “Regulations Governing the Administration of Shareholder Services of Public Companies”, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the Company and other related matters requiring attention shall be specified. | II.2<br><br>To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:<br><br>(Omitted)<br><br>3. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. | Amendment is made in compliance with the revision to the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings.” |
| IX<br><br>Unless otherwise provided by law or regulation, the Company’s shareholders meeting shall be convened by the board of directors.<br><br>Unless otherwise provided in the “Regulations Governing the Administration of Shareholder Services of Public Companies”, the Company that will convene a shareholders’ meeting with video conferencing shall expressly provide for such meetings in the Company’s Articles of Incorporation and obtain a resolution of the board of directors. Furthermore, convening of a virtual-only shareholders’ meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.<br><br>(Omitted) | IX<br><br>Unless otherwise provided by law or regulation, the Company’s shareholders meeting shall be convened by the board of directors.<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br>(Omitted) | Amendment is made in compliance with the revision to the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings.” |
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| After Amendment | Before Amendment | Note |
|---|---|---|
| XXV<br><br>When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except in the circumstances set out in Article 44-9, paragraph 6 of the “Regulations Governing the Administration of Shareholder Services of Public Companies”, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the Company and other related matters requiring attention shall be specified. | XXV<br><br>When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. | Amendment is made in compliance with the revision to the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings.” |
| XXVII<br><br>These Rules and Procedures shall become effective from the date it is approved by the Meeting. The same applies in case of amendment. The Rules and Procedures were adopted on April 27, 1998. […] The seventh amendment was made on May 26, 2022. The eighth amendment was made on May 27, 2025. | XXVII<br><br>These Rules and Procedures shall become effective from the date it is approved by the Meeting. The same applies in case of amendment. The Rules and Procedures were adopted on April 27, 1998. […] The seventh amendment was made on May 26, 2022. | Incorporate in the Date of this Amendment. |
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Attachment 7
ChipMOS TECHNOLOGIES INC.
Comparison Table for the Amendments to
the Rules for Election of Directors and Independent Directors
| After Amendment | Before Amendment | Note |
|---|---|---|
| Article 3-1<br><br>The election of the Directors and independent Directors of the Company shall adopt the candidate nomination system according to Article 192-1 of the Company Act.<br><br>If the Company violates the second to fourth paragraphs of Article 4 of the “Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers” or the number of Directors falls below five due to the removal of one or more Directors of the Company for any reason, the Company shall elect new Directors to fill such vacancies at its next shareholders’ meeting. If the vacancies of the board of Directors reaches one third of the total number of the board of Directors’ seats prescribed in its Articles of Incorporation, the Company shall call a special shareholders’ meeting within 60 days from the occurrence of such event and elect Directors to fill the vacancies.<br><br>If the number of Independent Directors is lower than the requirement in the first paragraph of Article 4 of the “Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers” or the Articles of Incorporation an election shall be held at the next shareholders’ meeting to fill such vacancy. In the event where all the Independent Directors are removed, the Company shall call a special shareholders’ meeting within 60 days from the | Article 3-1<br><br>The election of the Directors and independent Directors of the Company shall adopt the candidate nomination system according to Article 192-1 of the Company Act.<br><br>If the number of Directors falls below five due to the removal of one or more Directors of the Company for any reason, the Company shall elect new Directors to fill such vacancies at its next shareholders’ meeting. If the vacancies of the board of Directors reaches one third of the total number of the board of Directors' seats prescribed in its Articles of Incorporation, the Company shall call a special shareholders’ meeting within 60 days from the occurrence of such event and elect Directors to fill the vacancies.<br><br><br><br><br><br><br><br><br><br><br><br>If the number of Independent Directors falls below the requirement under Article 14-2, Paragraph 1、Article 14-4, Paragraph 1 and 2 of the Securities and Exchange Act, or the Articles of Incorporation an election shall be held at the next shareholders’ meeting to fill such vacancy. In the event where all the Independent Directors are removed, the Company shall call a special shareholders’ meeting within 60 days from the occurrence of such event to elect new Independent Directors to fill the vacancies. | Amendment is made in compliance with the revision to Article 8 of the “Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers.” |
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| After Amendment | Before Amendment | Note |
|---|---|---|
| occurrence of such event to elect new Independent Directors to fill the vacancies.<br><br>Correction should be made within three months of discovering a violation of Article 16-1 of Articles of Incorporation. | Correction should be made within three months of discovering a violation of Article 16-1 of Articles of Incorporation. | |
| Article 14<br><br>The Rules and any revision thereof shall become effective after approval at the shareholders’ meeting. The Rules was enacted on April 15, 1999. […] The seventh amendment thereof was made on July 12, 2021. The eighth amendment thereof was made on May 27, 2025. | Article 14<br><br>The Rules and any revision thereof shall become effective after approval at the shareholders’ meeting. The Rules was enacted on April 15, 1999. […] The seventh amendment thereof was made on July 12, 2021. | Incorporate in the Date of this Amendment. |
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Appendix 1
ChipMOS TECHNOLOGIES INC.
Rules of Procedure for Shareholders’ Meeting (Before Revisions)
Shareholders’ meeting of the Company (“Meeting”) shall be conducted in accordance with this Rules of Procedure for Shareholders’ Meeting (the “Rules”).
The Company shall specify the time and place for shareholders, solicitors and proxies (collectively “shareholders”) sign-in and others noticeable in the Meeting notice.
The time of shareholders’ sign-in shall be 30 minutes or earlier before the Meeting begins. The place for sign-in shall be indicated expressly and operated by adequate staff. For the virtual shareholders meeting, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend the Meeting upon the attendance certificate, attendance card, 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 attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card instead of signing in.
The Company shall furnish attending shareholders with the meeting agenda, annual report, attendance certificate, speech note, ballots and other related meeting documents.
Election ballots shall be furnished as well in the event that director(s) will be elected in that Meeting.
Any government or juristic person shareholder which is a shareholder of the Company may designate more than one person as its representatives to attend the 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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- For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company two days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
II.2 To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:
How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
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.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
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.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
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- To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
- Voting at the Meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders meeting, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
- The venue for convening the Meeting shall be the location of the Company, or other appropriate place that is convenient for shareholders to attend, and suitable for the Meeting. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 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-only shareholders meeting.
- If the Meeting is convened by the Board of Directors (the “Board”), the Chairman of the Board shall be the chairman presiding over the Meeting. If the Chairman is on leave or cannot exercise his power and authority for any cause, he/she shall designate one of the directors to act in his/her stead. If the Chairman of the Board does not designate any proxy, directors shall elect one from among themselves to preside over the Meeting.
The director who assumes the acting chair of the Meeting pursuant to the preceding paragraph shall hold an office at least 6 months above and fully understand the situation of finance and business of the Company. The same applies in the case which the chairman is the representative of juristic person shareholder.
It is advisable that shareholders meeting convened by the board of directors be chaired by the chairman in person and attended by a majority of the directors, and Audit Committee convener 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.
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If the Meeting is convened by any other person entitled to convene the Meeting instead of the Board, such person shall preside over the Meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may designate its lawyers, certified public accounts or relevant persons to attend the Meeting. Persons handling affairs of the Meeting shall wear an identification card or a badge.
The Company shall record on audio and video tape continuously the entire proceedings of shareholders’ sign-in, Meeting procedures, casting votes and counting votes.
The recording referred to in the preceding paragraph shall be preserved for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders meeting is held online, the 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.
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.
In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
- The calculation of the attendance of the Meeting shall be based on the shares represented. The number of shares in attendance shall be calculated in accordance with the attendance book or submitted sign-in cards, and the shares checked in on the virtual meeting platform plus the number of shares whose voting rights exercised in writing or by electronic method.
The chairman shall call the Meeting to order at the time scheduled for the Meeting. and announce relevant information such as the number of non-voting rights and the number of shares present.
However, when the attending shareholders do not represent a majority of the total issued shares of the Company, the chairman may postpone the time for Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If, after two postponements, the attending shareholders still represent less than one third of the total issued shares of Company, the chairman 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.
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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 issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another Meeting shall be convened within 1 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 II.
When, prior to conclusion of the Meeting, the attending shareholders represent a majority of the total issued shares, the chairman may resubmit the tentative resolution for a vote by the Meeting pursuant to Article 174 of the Company Act.
- Unless otherwise provided by law or regulation, the Company’s shareholders meeting shall be convened by the board of directors.
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 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, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
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:
For the physical shareholders meeting, to be distributed on-site at the meeting.
For the hybrid shareholders meeting, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For the virtual-only shareholders meeting, electronic files shall be shared on the virtual meeting platform.
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The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the “Securities Exchange Act”, Articles 56-1 and 60-2 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors 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 1% or more of the total issued shares of the Company may submit to the Company a written proposal for discussion at an annual Meeting. However, each of such shareholders can only submit 1 proposal. Otherwise, all of his/her proposals shall not be included in the meeting agenda. In the event that any proposal made by a shareholder falls within the scope of the circumstances set forth in any subparagraph of Paragraph 4 of Article 172-1 of the Company Act, the Board may exclude such proposal from the meeting agenda. A shareholder may submit a proposal for urging a company to promote public interests or fulfill its social responsibilities and the number of proposal proposed is limited to one only and no proposal containing more than one will be included in the meeting agenda under Article 172-1 of the Company Act.
The Company shall, prior to the date on which transfer registration is suspended for the convention of an annual Meeting, give a public announcement regarding the period, method and places for shareholders to submit proposals in writing or electronically. Such period shall not be less than 10 days.
A shareholder’s proposal shall be limited to 300 words. Any proposal with a text length that exceeds 300 words shall be excluded from the agenda. The shareholder who submitted a proposal shall attend the annual Meeting in person or by his/her proxy to participate in the discussion regarding the proposal made by him/her.
The Company shall, prior to the date of Meeting notice issuance, inform the shareholders who submitted proposals the proposal screening result, and shall list the proposals that conform to this Article in the Meeting notice. At the Meeting, the Board shall explain the reasons for exclusion of any shareholder’s proposal in the meeting agenda.
If a Meeting is convened by the Board, the meeting agenda shall be provided by the Board, The meeting shall proceed in the order set by the agenda (including extraordinary motions and revision of original proposal) which may not be changed without a resolution of the shareholders meeting.
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The preceding paragraph shall apply mutatis mutandis to cases where the Meeting is convened by a person, other than the Board, who is entitled to convene such Meeting.
The chairman shall not announce adjournment of the Meeting until the agenda set in the two preceding paragraphs (including the special motions) is duly resolved by the Meeting. However, in the event that the chairman violates the Rules and Procedures and announces the adjournment of the Meeting, 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 votes represented by shareholders present at the Meeting to act as the chairman and continue the Meeting.
A shareholder who wishes to speak in the Meeting shall first fill out a speech note, specifying therein the summary of the speech, his/her shareholder’s number (or the number of his/her attendance certificate) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman. Any shareholder who present at the Meeting submits his/her speech note but does not actually speak in the Meeting shall be deemed as no such speech has been made. If the contents of the speech of the shareholder are inconsistent with the contents of the speech note, the contents of actual speech shall prevail. Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of other shareholders; otherwise the chairman shall stop such interruption immediately.
Unless otherwise permitted by the chairman, each shareholder shall not speak more than two times for each proposal. Each speech shall not take more than 5 minutes. In the event that any speech of any shareholder violates this provision or exceeds the scope of the proposal, the chairman may stop the speech of such shareholder.
A juristic person shareholder designates two or more representatives to represent it at the Meeting, only one of the representatives so designated can speak for one proposal.
After the speech of a shareholder, the chairman may respond by himself/herself or appoint an appropriate person to do so.
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 Articles X to XII do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
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The chairman shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chairman may announce to end the discussion of any resolution and go into voting if the chairman deems it appropriate for voting.
The person(s) to supervise and the person(s) to record the ballots during a vote by casting ballots shall be designated by the chairman. However, the person(s) supervising the recording of the ballots shall be shareholders of the Company. Vote counting for shareholders' meeting proposals or elections shall be conducted in publicly venue of the Meeting. The voting results, including the total number of votes, shall be announced on-site immediately and recorded in the Meeting minutes.
The election of directors at a shareholder’s 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 name and the number of voting rights by each candidate.
The ballots for the elections set forth in the preceding paragraph shall be sealed and signed by the persons monitoring the ballots and properly kept for at least 1 year.
However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, such ballots shall be kept until the conclusion of such litigation.
- During the Meeting, the chairman may set time for intermission at his/her discretion. In the event of any force majeure, the chairman may suspend the Meeting temporarily and announce the time which the Meeting will be resumed subject to the actual situation.
If a Meeting cannot be finished with the agenda (including special motions) while the arranged venue of the Meeting can no longer be used, a resolution to find another place to continue the Meeting may be adopted.
A resolution may be adopted to postpone or continue the Meeting within 5 days according to Article 182 of the Company Act.
- A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
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Shareholders of the Company should exercise their voting rights by electronic and in writing means. When voting rights are exercised in writing or by electronic method, the method of exercise shall be specified in the meeting notice. Shareholders who exercised their voting rights in writing or by electronic method shall be deemed as attended the Meeting in person. However, such shareholders' voting rights in respect to the special motions and amendments to the original proposals at the Meeting shall be deemed to be waived by such shareholders; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
The shareholder who intends to exercise his/her voting rights in writing or by electronic method as stated in the preceding paragraph shall serve the Company his/her voting rights exercising result in writing (the “Voting Exercising”) no later than two (2) days prior to the Meeting. If two or more Voting Exercising is received by the Company from one shareholder, the first one received by the Company shall prevail, unless the later one is sent to revoke the previous one.
The shareholder who has exercised his/her voting rights in writing or by electronic method and thereafter wants to attend the Meeting in person or online shall revoke his/her Voting. Exercising via the same method he/she took previously to serve his/her Voting. Exercising to the Company by at least two (2) day before the Meeting. In the event that the shareholder fails to revoke his/her Voting Exercising on time, the Voting Exercising shall prevail. If a shareholder has exercised his/her voting right in writing or by electronic method but also appoints a proxy by power of attorney to attend the Meeting, the voting rights exercised by the proxy shall prevail.
Unless otherwise provided in the Company Act or the Company’s Articles of Incorporation, a resolution of the Meeting shall be adopted by a majority of votes represented by shareholders present at the Meeting.
At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When 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.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article II decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
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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.
If there is an amendment or alternative for a proposal, the chairman shall determine the sequence of voting for the amended proposal and the original proposal. If any one of the above has been resolved, the others shall be deemed vetoed and no further voting is necessary.
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their 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. The minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair’s and secretary’s name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
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- 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.
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.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
- The chairman may engage disciplinary officers or security personnel to assist to keep the order of the Meeting. Such disciplinary officers or security personnel shall wear armbands bearing the word “Proctor.” or identification cards.
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.
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.
In 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.
When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
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In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the “Regulations Governing the Administration of Shareholder Services of Public Companies”, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, the 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”.
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For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the “Regulations Governing the Administration of Shareholder Services of Public Companies”, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
In regard to all matters not provided herein, the provisions provided in the Company Act and the Articles of Incorporation of the Company shall govern.
These Rules and Procedures shall become effective from the date it is approved by the Meeting. The same applies in case of amendment. The Rules and Procedures were adopted on April 27, 1998. The first amendment was made on June 5, 2002. The second amendment was made on April 12, 2007. The third amendment was made on June 17, 2013. The fourth amendment was made on June 3, 2015. The fifth amendment was made on June 9, 2020. The sixth amendment was made on July 12, 2021. The seventh amendment was made on May 26, 2022.
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Appendix 2
ChipMOS TECHNOLOGIES INC.
Articles of Incorporation (Before Revisions)
SECTION I GENERAL PROVISIONS
Article 1
The Company has been incorporated as a company limited by shares under the Company Act. The name of the Company is “南茂科技股份有限公司” in Chinese, and “ChipMOS TECHNOLOGIES INC.” in English.
Article 2
The scope of business of the Company shall be as follows:
CC01080 Electronic Parts and Components Manufacturing,
I501010 Product Designing,
F119010 Wholesale of Electronic Materials,
CC01120 Data Storage Media Manufacturing and Duplicating, and
F401010 International Trade (limited to the import and export of the registered business items)
The research, development, production, manufacturing, and sales of the products listed below:
Assembly and testing services for functional highly integrated memory semiconductors (principal products are DRAM with 64Mb, 256Mb and above).
Assembly and testing services for mixed-signal products and its modules.
Assembly and testing services for flat-panel display (FPD) driver ICs and FPD driver modules.
LCOS optical engine sub-systems.
Surface-mount technology and its related products.
Trading (import and export) of the products relating to the above.
Article 3
The Company may conduct investment which is necessary for its business operations, and may act as a shareholder with limited liability of another company by the resolution of the Board of Directors. The total amount of the Company’s investment shall not be subject to the restriction of the total amount of the investment provided in Article 13 of the Company Act.
Article 4
The Company may provide guarantee as required by its business operations in accordance with the Operational Procedures for Endorsements and Guarantees.
Article 5
The Company establishes its head office in Hsinchu Science Park, and may, when necessary, establish branches domestically or abroad in accordance with the laws and regulations by the resolution of the board of directors and with the approval of the competent authorities.
Article 6
Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.
SECTION II CAPITALSTOCK
Article 7
The total capital of the Company shall be in the amount of 9,700,000,000 New Taiwan Dollars, divided into 970,000,000 shares, of which the par value is 10 New Taiwan Dollars per share. For the shares not yet issued, the board of directors is authorized to issue such shares in installments based on the actual need.
970,000,000 New Taiwan Dollars included in the total capital under paragraph 1, which is equivalent to 97,000,000 shares at a par value of 10 New Taiwan Dollars each, shall be reserved for the employee stock options. The board of directors is authorized to issue such shares in installments based on the actual need.
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Article 7-1
If the Company issues the employee stock options after the Company has been listed on a stock exchange, the Company may issue the employee stock options at a price below the market price; provided however, that such issuance shall be adopted by two-thirds or more of the shareholders present at a shareholders' meeting who represent the majority of the total number of issued shares. The employee stock options may be issued in installments within a year after the resolution of the shareholders' meeting.
In the event that the Company buys back treasury stocks and transfers them to the employees at a price below the average buy-back price, before making the transfer, the Company shall obtain the approval of two-thirds or more of the shareholders present at a shareholders' meeting who represent the majority of the total number of issued shares.
Article 7-2
The employees entitled to receive treasury stock bought back by the company in accordance with the Company Act may include employees of parents or subsidiaries of the Company meeting certain specific requirements.
The employees entitled to receive share subscription warrants may include employees of parents or subsidiaries of the Company meeting certain specific requirements.
When the Company issues new shares, the employees entitled to subscribe the new shares may include employees of parents or subsidiaries of the Company meeting certain specific requirements.
The employees entitled to receive restricted stock may include employees of parents or subsidiaries of the Company meeting certain specific requirements.
Article 8
The stock certificates of the Company shall be in a name-bearing form, and shall be made in accordance with the relevant regulations of the Company Act. The shares may be issued without printing share certificates; provided however, that the shares issued without share certificates shall be registered with a centralized securities depository enterprise.
Article 9
The matters related to the shares of the Company shall be conducted in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies and other related laws and regulations.
Article 10
Registration for transfer of shares shall be suspended sixty days prior to the date of an annual meeting of the shareholders, thirty days prior to the date of a special meeting of the shareholders, or five days prior to the record day for the distribution of dividend, bonus, or any other benefit by the Company.
SECTION III SHAREHOLDERS’ MEETING
Article 11
Meetings of the shareholders are of two kinds: annual meetings and special meetings. Annual meetings shall be held at least once a year and shall be convened within six months after the close of each fiscal year in accordance with the law. Special meetings shall be held when necessary according to the law.
In case a shareholder is unable to attend the shareholders’ meeting, he or she may appoint a representative to attend the meeting by issuing a letter of proxy prepared by the Company in which the scope of proxy shall be indicated with the signature or chop affixed that comply with Article 177 of the Company Act.
Article 11-1
The Company shall notify the shareholders of the shareholders' meetings thirty days in advance of an annual meeting, and fifteen days in advance of a special meeting. The meeting notice shall set forth the date, time, place and purposes of the meeting.
Article 11-2
Shareholders who hold 1% or more of the total issued shares may propose a matter to be discussed at the annual shareholders' meeting in writing. The relevant matters shall be handled in accordance with Article 172-1 of the Company Act.
Article 11-3
The shareholders’ meeting of the Company can be held by means of visual communication network or other methods promulgated by the central competent authority.
In case a shareholders’ meeting is preceded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
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Article 12
For shareholders of the Company, each share shall be entitled to one vote. However, shares held in accordance with Article 179 of the Company Act or relevant laws and regulations do not have any voting right.
Article 13
Except as otherwise provided by the relevant laws and regulations, the resolution of a shareholders' meeting shall be adopted by a majority vote of the shareholders present who represent the majority of the total number of the issued shares.
Article 13-1
In case the Company plans to revoke its public company status, the revocation shall be subject to a resolution of the shareholders' meeting. This provision shall not be modified when the stocks of the Company are registered with the Emerging Stock Market or the Company is listed on a stock exchange.
Article 14
The shareholders’ meeting convened by the board of directors shall be presided over by the Chairperson of the board of directors. In case of his or her absence, a proxy shall be designated in accordance with Article 208 of the Company Act.
Article 15
The resolutions of a shareholders' meeting shall be recorded in the meeting minutes, which shall be signed or stamped by the chairperson of the meeting and shall be distributed to the shareholders within twenty days after the meeting.
The making and distribution of the meeting minutes in the preceding paragraph may be made by electronic methods. The company which is a public company may distribute the meeting minutes by making a public announcement.
SECTION IV DIRECTORS
Article 16
The Company shall have nine to eleven directors to be elected by the shareholders' meeting from among candidates of legal capacity. The term of the directors shall be three years. The directors may be re-elected and re-appointed. The Company adopts the candidate nomination system under Article 192-1 of the Company Act for the election of directors and independent directors. The directors and independent directors shall be elected by the shareholders from the list of candidates. The matters regarding the acceptance and the announcement of the nomination of directors and independent directors shall be handled in accordance with the laws and regulations related to the Company Act and the Securities and Exchange Act, and in accordance with the Company's rules related to the election of directors and independent directors.
Article 16-1
The Company shall have independent directors in accordance with Article 14-2 of the Securities and Exchange Act. Among the directors, there shall be three to five independent directors, the total number of which shall not be less than one-fifth of the directors.
The chairman and president or the same position are the same person or spouse or first-degree relatives. There must be at least four independent directors and more than half of the directors should not serve as employees or managers.
The professional qualifications, shareholding, term, restrictions on holding concurrent positions, and other requirements of the independent directors shall be handled in accordance with relevant laws and regulations promulgated by securities authorities.
Article 16-2
The Company shall establish an audit committee in accordance with Articles 14-4 of the Securities and Exchange Act, which shall consist of all independent directors.
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Article 17
The board of directors consists of directors. The chairperson of the board of directors shall be elected from among the directors by a majority vote at a meeting attended by two-thirds or more of the directors. The chairperson of the board of directors shall act in his capacity to represent the Company externally and shall comply with Article 195 of the Company Act.
The chairperson of the board of directors shall preside over the shareholders' meeting and the board of directors meeting, and shall externally represent the company to perform his or her duties accorded by law. In his or her absence, a proxy shall be designated in accordance with Article 208 of the Company Act. If the board of directors meeting is held via visual communication meeting, the directors who attend the meeting via visual communication meeting shall be deemed as attending the meeting in person.
Article 18
Except as otherwise provided by the Company Act, a resolution of the board of directors is adopted if it is approved by the majority of the directors present at a meeting attended by the majority of the directors. The board of directors meeting shall be held at least quarterly. A director may appoint another director to attend the board of directors meeting on his or her behalf; provided however that a letter of proxy listing the scope of authorization with regard to the agenda of the meeting is issued. Each director may only act as the proxy for one director.
The stipulation regarding the meeting minutes for shareholders' meeting under Article 15 shall be applied to the board of directors meetings, mutatis mutandis.
Article 19
The board of directors has the authority to:
review the business policy and mid-term and long-term development plan;
review and supervise the operation of the annual business plan;
review and approve the budget and review the settlement of accounts;
review plans for increase or decrease in capital;
review proposals for the distribution of profits or covering of losses;
review and approve material agreements;
submit the proposal to the shareholders' meeting with regard to distribution of profits, amendment of the Articles of Incorporation, change of capital, and dissolution or merger of the Company;
review and approve the charter documents and important business rules of the Company;
approve material project of capital expenditure;
appoint and terminate the president and vice president(s);
execute the resolutions of the shareholders' meeting;
hold the shareholders' meeting and prepare business reports; and
handle other matters required or permitted by the law.
Article 20
The scope of authority of the audit committee shall be the performance of the responsibilities of supervisors specified under the Company Act, Securities and Exchange Act and other relevant laws and regulations, and the authorities stipulated under the charter document in respect of the audit committee of the Company.
Article 21
The resolution of the audit committee shall be adopted with the consent of the majority of the committee members.
Article 21-1
The board of directors is authorized to determine the remuneration of all directors based on the level of involvement of and the value of contribution by the directors, taking into account the level of remuneration given by companies in the same industry.
Article 21-2
The Company should purchase liability insurance for its directors and independent directors in relation to the liabilities to be borne by them under the law for the performance of their responsibilities during the office term.
SECTION V OFFICERS
Article 22
The Company shall appoint one president and one or more vice presidents based on its business needs. The president shall be nominated by the chairperson of the board of directors and comply with Article 29 of the Company Act.
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Article 23
The president shall act in accordance with the instructions of the chairperson of the board of directors and manage the business of the Company in accordance with the resolutions of the board of directors and shareholders' meeting and these Articles of Incorporation. Except for the vice presidents, the president may nominate other officers and has the right of performance evaluation. The vice presidents shall assist the president in the daily operation of the Company.
SECTION VI ACCOUNTING
Article 24
The fiscal year of the Company shall commence from January 1 of each year and end on December 31 of the same year, and shall conduct the assessment of settlement of accounts after the close of each fiscal year. The board of directors shall prepare the following reports and shall send such reports to the audit committee for review thirty days before the annual shareholders' meeting, and then submit such reports to the annual shareholders' meeting for recognition:
a business report;
financial statements; and
a proposal on the distribution of profits or covering of losses.
Article 25
If there is profit in any given year, the Company shall set aside 10% thereof as employee compensation. The board of directors may resolve to pay said compensation in the form of shares or cash. Such compensation may be paid to the employees of an affiliated company who meet the conditions set by the board of directors. The board of directors may resolve to set aside no more than 0.5% of the above-mentioned profit as the remuneration of the directors. A proposal on the compensation for the employees and remuneration of the directors shall be presented at the shareholders' meeting. If the Company has accumulated losses, the amount for making up said losses shall be reserved before setting aside the compensation for the employees and the remuneration of directors at the rates stated above.
Article 25-1
Upon the final settlement of accounts, if there is net profit, the Company shall first set aside the tax payable and offset its losses before setting aside a legal capital reserve at 10% of the remaining profit. The Company shall then set aside or reverse the special capital reserve in accordance with the laws and regulations and as requested by the competent authorities. The remaining profit of that fiscal year, as well as the accumulated undistributed profit at the beginning of the same year and the adjusted undistributed profit of the given fiscal year, shall be distributable profit. If there is any surplus distributable profit after the board of directors sets aside a reserve based on the Company's operational needs, such surplus profit may be distributed in full or in part to shareholders as dividends, subject to the approval of the shareholders' meeting.
A proposal on the distribution of dividends shall be submitted by the board of directors annually to the shareholders' meeting, and be based on factors such as past years' profit, the current and future investment environment, the Company's capital needs, competition in the domestic and foreign markets, and budgets, with an aim to pursuing shareholders' interests and balancing the dividend distribution and the long-term financial plan of the Company. The distribution of profits of the Company can be made in the form of cash dividends or stock dividends, provided that the cash dividend shall account for at least 10% of the total profit distributed as dividends in the given year.
SECTION VII SUPPLEMENTARYPROVISIONS
Article 26
The internal organization of the Company and the detailed procedures of business operation shall be determined separately by the board of directors.
Article 27
Matters not provided for in these Articles of Incorporation shall be handled in accordance with the Company Act.
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Article 28
These Articles of Incorporation are agreed upon and signed by all the promoters of the Company on July 17, 1997. The first amendment was made on April 27, 1998. The second amendment was made on May 18, 2000. The third amendment was made on June 5, 2002. The fourth amendment was made on June 26, 2003. The fifth amendment was made on June 11, 2004. The sixth amendment was made on June 15, 2005. The seventh amendment was made on August 2, 2005. The eighth amendment was made on June 15, 2006. The ninth amendment was made on April 12, 2007. The tenth amendment was made on June 28, 2007. The eleventh amendment was made on December 17, 2007. The twelfth amendment was made on March 30, 2010. The thirteenth amendment was made on June 22, 2012. The fourteenth amendment was made on June 17, 2013. The fifteenth amendment was made on December 30, 2014. The sixteenth amendment was made on January 28, 2016. The seventeenth amendment was made on May 26, 2017. The eighteenth amendment was made on June 10, 2019. The nineteenth amendment was made on June 9, 2020. The twentieth amendment was made on July 12, 2021. The twenty-first amendment was made on May 26, 2022.
ChipMOS TECHNOLOGIES INC.
Chairman: Shih-Jye Cheng
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Appendix 3
ChipMOS TECHNOLOGIES INC.
Shareholdings of All Directors
Record date: March 29, 2025
| Title | Name | Number of shares held at present | Percentage of issued shares |
|---|---|---|---|
| Chairman | Shih-Jye Cheng | 6,150,161 | 0.85% |
| Director | Siliconware Precision Industries Co., Ltd.<br><br>Representative : Kun-Yi Chien | 78,910,390 | 10.85% |
| Director | Siliconware Precision Industries Co., Ltd.<br><br>Representative : David Chang | ||
| Director | Silvia Su | 340,101 | 0.05% |
| Independent Director | Yuh-Fong Tang | ─ | ─ |
| Independent Director | Yeong-Her Wang | ─ | ─ |
| Independent Director | Jyh-Chau Wang | ─ | ─ |
| Independent Director | Hong-Tzer Yang | ─ | ─ |
| Independent Director | Fu-Chen Lin | ─ | ─ |
| Shareholdings of All Directors | 85,400,652 | 11.75% |
Note: 1. As of March 29, 2025, the total amount of issued shares of the Company is 727,240,126 shares.
- The number of independent directors exceeds half of the total number of directors of the Company and Audit Committee is set up pursuant to the laws. Therefore, the provisions of minimum percentage requirements for the shareholding of directors and supervisors shall not be applied.
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