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Articles of Incorporation

I. General

  • 1.   The Company shall be organized in accordance with the Company Act as a company limited by shares, and named as FORMOSA OPTICAL TECHNOLOGY CO., LTD.
    The English name is determined as “FORMOSA OPTICAL TECHNOLOGY CO., LTD.”
  • 2.   The scope of business of the Company shall be as follows:
    • (1)   CB01020 Business Machine Manufacturing.
    • (2)   CC01060 Wired Communication Equipment and Apparatus Manufacturing
    • (3)   CC01070 Wireless Communication Equipment and Apparatus Manufacturing
    • (4)   CC01080 Electronic Parts and Components Manufacturing.
    • (5)   CE01030 Optical Instrument Manufacturing.
    • (6)   F108031 Medical Apparatus Wholesale.
    • (7)   F110020 Glasses Wholesale.
    • (8)   F113070 Telecommunications Apparatus Wholesale.
    • (9)   F110020 Glasses Wholesale.
    • (10) F113070 Telecommunications Apparatus Wholesale.
    • (11) F208031 Medical Apparatus Retail.
    • (12) F210020 Glasses Retail.
    • (13) F213060 Telecom Apparatus Retail.
    • (14) F401010 International Trade.
    • (15) JZ99060 Optometry and Optician Service.
    • (16) IZ01010 Photocopying.
    • (17) IZ02010 Typing.
    • (18) IZ10010 Typesetting.
    • (19) F118010 Information Software Wholesale.
    • (20) F119010 Electronic Material Wholesale.
    • (21) I301010 Computer Software Services.
    • (22) I301020 Data Processing Services.
    • (23) I301030 Digital Information Supply Services.
    • (24) I401010 General Advertising Services.
    • (25) I401020 Advertising Leaflet Distribution.
    • (26) JA02040 Watch Repair.
    • (27) F102040 Beverage Wholesale.
    • (28) F107030 Cleaning Supplies Wholesale.
    • (29) F108040 Cosmetics Wholesale.
    • (30) F203010 Retail of Food and Beverages.
    • (31) F207030 Retail of Cleaning Products.
    • (32) F208040 Retail of Cosmetics.
    • (33) F113050 Wholesale of Computing and Business Machinery Equipment.
    • (34) F213030 Retail Sale of Computing and Business Machinery Equipment.
    • (35) F399040 Storeless Retail.
    • (36) ZZ99999 In addition to the permitted businesses, businesses that are not prohibited or restricted by laws and regulations can be operated.
  • 3.   The Company is located in New Taipei City, and if necessary, the Board of Directors may decide to establish branches at home and abroad. And may act as a guarantor. The amount of the Company's external investment is not subject to the provisions of Article 13 of the Company Act that the reinvestment shall not exceed 40% of the paid-in share capital.
  • 4.   The Company's announcement method shall be subject to Article 28 of the Company Act.

II. Shares

  • 5.   The total capital of the Company is set at NT$850 million, divided into 85 million shares at NT$10 per share, and issued in installments.
  • 6.   The Company's stocks shall all be registered, signed or stamped by the directors representing the Company, and shall be numbered, and issued after being certified by the competent authority or the issuance and registration agency certified by it in accordance with the law.
    May print consolidated share certificates or be exempted from printing.
    Shares issued in the preceding paragraph shall be registered with and placed under the custody of a centralized securities depository enterprise.
  • 7   Shareholders shall report their real names and domiciles to the Company, and fill in the seal card and send it to the Company for future reference. If the seal is lost, the loss shall be reported to the Company in writing.

    The Company's stock affairs shall be handled in accordance with the Company Act, Regulations Governing the Administration of Shareholder Services of Public Companies, and other relevant laws and regulations.
  • 8.   In the transfer of shares, the transferor and the assignee shall file an application for the transfer of shares together with the stocks to apply for transfer to the Company until such application is published in the register of shareholders.
  • 9.   In the event of loss or damage to the stocks, the provisions of the Company Act and general decrees shall be followed.
  • 10. The Company may, at the time of re-issuance of new shares, charge handling charges and stamp taxes.
  • 11. The Company shall not handle any requests for transfers of shares within 60 days prior to the shareholders meeting, 30 days prior to the special shareholders meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other interests.

III. Shareholders' Meeting unit:

  • 12. Shareholders' meeting comprises regular shareholders' meeting and special shareholders meeting. Regular shareholders' meeting is convened once every year, within six months after the close of each fiscal year, and a notice shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. Special shareholders' meeting shall be held when necessary, and a notice shall be given to each shareholder no later than 15 days prior to the scheduled meeting date.
    The notice in the preceding paragraph shall state the meeting date, venue and reasons for convening the meeting.
    • (1) Shareholders' Meetings of the Company may be held via video conference or other methods announced by the Ministry of Economic Affairs.
  • 13. A shareholder who is unable to attend the shareholder's meeting 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. Regulations for use of proxies for shareholder's attendance shall be in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authority, except for the provisions of Article 177 of the Company Act.
  • 14. Shareholders meetings shall be chaired by the Chairman of the Board. When the Chairman is unable to attend the meeting, the Chairman shall appoint one of the Directors to act as chair, or, where the Chairman does not make such a designation, the Directors shall select from among themselves one person to serve as chair. Where a shareholders' meeting is convened by any other person having the convening right, he or she shall act as the chair of that meeting provided, however, that if there are two or more persons having the convening right, the chair of the meeting shall be elected from among themselves. The shareholders' meeting shall be handled according to the Rules of Procedures for Shareholders' Meetings.
  • 15. A shareholder shall be entitled to one vote for each share held, except for shares which have no voting rights as specified in Article 179 of the Company Act.
  • 16. Except as otherwise provided in the Company Act, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.

    When the Company holds a shareholder meeting, it may adopt exercise of voting rights by electronic means or by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice.
  • 17. The resolutions at the shareholder meeting shall be recorded in the meeting minutes, which shall bear the signature or seal of the chair, and published within 20 days after the meeting. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the Company.

    The attendance book of the shareholders and proxy form shall be kept for at least one year. If,however, a shareholder files a lawsuit based on Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

IV. Directors

  • 18. The Company shall have seven to eleven directors who shall be elected by the shareholders' meeting from the persons with disposing capacity, with a term of three years and may be eligible for re-election. The total registered shares held by all directors in the preceding paragraph shall be subject to the provisions of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies".
    • (1) Among the directors of the Company, the number of independent directors shall not be less than three, and shall not be less than one-fifth of the number of directors. Directors (including independent directors) shall be generated from candidate nomination system, and be elected from the list of director candidates by the shareholders' meeting. The board of directors shall be authorized to pay remunerations of directors at the usual level of the same trade. Professional qualifications, shareholding, prohibition on positions held at other companies, nomination and selection process and other compliance matters of the Company's directors shall be handled in accordance with the relevant regulations of the competent securities authority.
    • (2) The Company's Board of Directors may establish other functional committees, and the regulations for the exercise of power shall be set by the Board of Directors. The Company's board of directors shall establish an audit committee, composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. The audit committee's duties, organizational rules, exercising of authority and other matters for compliance shall be handled in accordance with the relevant laws and regulations or Articles of Incorporation.
  • 19. When the term of office of a director expires and no re-election is performed, the term of office shall be extended until the reelected director takes the office.
  • 20. The Board of Directors shall elect a Chairman of the Board and a Vice Chairman from among the Directors by a majority vote at a meeting attended by over two-thirds of the Directors.
    The Chairman shall externally represent the Company.
  • 21. When the vacancy of directors reaches one-third, the board of directors shall convene an extraordinary meeting of shareholders within 60 days for by-election, and the term of office shall be limited to make up for the original term.
  • 22. A meeting of the board of directors shall be called and chaired by the Chairman. When the Chairman of the board is on leave or for any reason unable to exercise the powers of the chair, the Chairman shall appoint one of the directors to act as chair, or, where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair. In case of emergency, the Company may convene a board meeting at any time. The convening of the board meeting of the Company shall be notified to all directors in writing, e-mail or fax.
  • 23. Except where otherwise provided by the Company Act, the passage of a proposal at a board meeting shall require the approval of a majority of the directors in attendance at a board of directors meeting attended by a majority of all directors. If attendance in person is not possible, they may appoint another director to attend as their proxy, and give that director a written proxy stating the scope of authorization with respect to the reasons for meeting. However a proxy may accept a proxy from one person only.
  • 24. The resolutions at the directors meeting shall be recorded in the meeting minutes, which shall bear the signature or seal of the chair, and distributed to each director within 20 days after the meeting. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the Company. The attendance book of the directors and proxy form shall be kept for at least one year.
  • 25. Directors of the Company shall be entitled to remuneration for their duties regardless of profit or loss. The board of directors is authorized to determine the remuneration within the standards for maximum salaries established in the Company's Remuneration Policy based on the level of their participation in the Company's operations and the value of their contribution. The Company's profit distribution shall be handled in accordance with Article 30. The board of directors shall be authorized to determine the amount of liability insurance to be purchased for all directors.

V. Manager and Staff

  • 26. The Company may have one General Manager and several Deputy General Managers and Assistant Managers, who shall be appointed and removed by the board of directors with the approval of more than half of all directors, but the appointment and removal of Deputy General Managers and Assistant Managers shall be nominated by the General Manager.
  • 27. The Company may employ consultants or key employees with the approval of the Board of Directors.

VI. Final Settlement

  • 28. Upon the close of each fiscal year, the board of directors shall prepare various reports and financial statements, submit them to the regular meeting of shareholders for ratification: I. Business Report II. Financial Statements. III. Proposalfor Profit Distribution or Loss Appropriation.
  • 29. In case the Company makes profit during a financial year, no less than 1% of the said profit shall be set aside for employee compensation. The board of directors shall determine whether to issue the compensation in stocks or cash. Recipients of the said compensation shall include Company employees that satisfy specific criteria. The Company permits the board of directors to set aside no more than 3% of the sum of the aforementioned profit as director remuneration. The proposal of distributing employees' and Directors' remuneration shall be reported to the shareholders' meeting.

    However, in case of the accumulated losses, certain profits shall first be reserved to cover them,and then reserve remuneration to employees and directors in accordance with the proportion mentioned in the preceding paragraph.
  • 30. For surplus after the close of the fiscal year, the Company shall, in accordance with the law, set aside 10% as legal reserve after its taxes have been paid and losses covered. However, when the legal reserve amounts to the Company's paid-in capital, this shall not apply, and the rest may be appropriated or reversed to special reserve according to the laws and regulations. The Board of Directors shall prepare a profit distribution proposal for any remainder, together with the undistributed earnings, and submit to the shareholders' meeting for resolution of distribution of dividends and bonuses.

    When making provisions for special surplus reserves according tolaws, regarding the shortage of provisions under the “Net Increase in the Fair Value of Investment Real Estate Accumulated in Early Stage” and the “Net Decrease of Other Interests Accumulated inEarly Stage”, prior to the distribution of earnings, a special surplus reserve with the same amount shall be set aside from the undistributed earnings before; if there is still any shortage, it shall be set aside from the undistributed earnings of the current period by adding items other than the current net profit after tax to the current net profit after tax.

    The Company's dividend policy is in line with current and future development plans, and takes into consideration investment environment, capital requirements, domestic and overseas competition, and shareholders interest. Not less than 20% of distributable earning may be distributed as dividend and bonus per year. However, there shall be no distribution if the distributable earning is less than 70% of paid-up capital. Dividends and bonuses may be distributed in cash or stock, where cash dividend shall not be less than 10% of the total dividends.

VII. Supplementary Provisions

  • 31. The Company's organizational rules and administrative regulations shall be prescribed by the Board of Directors.
  • 32. Matters not covered in the Articles of Incorporation shall be handled in accordance with the provisions of the Company Act and other relevant laws and regulations.
  • 33. The Articles of Incorporation, and any amendments hereto, shall be implemented after adoption by shareholders meetings and approval from the administration.
  • 34. The Articles of Incorporation was established on Octorber 19, 1989. The 1st amendment was made on June 9, 1990.
    The 2nd amendment was made on March 13, 1991.
    The 3rd amendment was made on June 8, 1991.
    The 4th amendment was made on April 23, 1993.
    The 5th amendment was made on October 1, 1993.
    The 6th amendment was made on June 21, 1994.
    The 7th amendment was made on November 28, 1994.
    The 8th amendment was made on May 16, 1996.
    The 9th amendment was made on June 24, 1997.
    The 10th amendment was made on June 24, 1998.
    The 11th amendment was made on November 10, 1998.
    The 12th amendment was made on June 24, 1999.
    The 13th amendment was made on September 1, 1999.
    The 14th amendment was made on June 23, 2000.
    The 15th amendment was made on March 27, 2001.
    The 16th amendment was made on November 16, 2001.
    The 17th amendment was made on November 16, 2001.
    The 18th amendment was made on June 28, 2002.
    The 19th amendment was made onJune 28, 2004.
    The 20th amendment was made on June 24, 2005.
    The 21st amendment was made on June 27, 2006.
    The 22nd amendment was made on June 25, 2010.
    The 23rd amendment was made on June 24, 2011.
    The 24th amendment was made on June 27, 2012.
    The 25th amendment was made on June 26, 2013.
    The 26th amendment was made on June 22, 2015.
    The 27th amendment was made on June 22, 2016.
    The 28th amendment was made on June 24, 2020.
    The 29th amendment was made on June 23, 2021.
    The 30th amendment was made on June 27, 2022.