Visual Photonics Epitaxy : 2022 Annual Reports

Stock code: 2455

Visual Photonics Epitaxy Co., Ltd.

2022

Annual Report

Market Observation Post System: http://mops.twse.com.tw

Company website: http://www.vpec.com.tw Published on April 12, 2023

I. Contact Information of Spokesperson and Deputy Spokesperson:

Spokesperson	Deputy Spokesperson
Name：Chiang,Chih-Ching	Name：Su, Chan-Lu
Title：Head of the Finance Department	Title：Special Assistant to the Chairman
Tel.：[phone]	Tel.：[phone]
Email：[e-mail]	Email：[e-mail]

II. Contact Information of Headquarters, Branches and Plants:

Unit	Address	Tel.:
Headquarters	No. 16, Gongye 1st Road, Pingzhen	[phone]
	District, Taoyuan City
Pingzhen	No. 15 &16, Gongye 1st Road,	[phone]
Plant	Pingzhen District, Taoyuan City

1. Contact Information of Stock Transfer Agency: Stock Transfer Agency Department, Taishin Securities
   Address：B1, No. 96, Section 1, Jianguo N. Road, Taipei City, 10489
   Website：http://www.tssco.com.tw
   Tel.：[phone]

IV. Contact Information of the CPAs for the Latest Financial Statements:

Name：Chou, Hsiao-Tzu and Lai, Chung-Hsi

Accounting Firm：PwC Taiwan

Address：27F, No. 333, Section 1, Keelung Road, Xinyi District, Taipei City, 11012

Website：http://www.pwc.tw

Tel.：[phone]

V. Overseas Securities Exchange Where Securities are Listed and Method of Inquiry:

Not applicable

VI. Company website：http://www.vpec.com.tw

Table of Contents
	Page
Chapter I. Letter to Shareholders	1
Chapter II. Company Profile	6
I. Date of Incorporation	6
II. Company History	6
Chapter III. Corporate Governance Report	10
I. Organizational System	10
II. Information on the Company's Directors, President, Vice Presidents, Associate Managers
and the Heads of All the Company's Divisions and Branch Units	13
III. Remuneration Paid to Directors, President and Vice Presidents During the Most Recent
Fiscal Year	22
IV. Implementation of Corporate Governance	28
V. Information on CPA Professional Fees	62
VI. Information on Replacement of CPAs	63
VII. Where Company Chairperson, President or Any Managerial Officer in
Charge of Finances or Accounting Matters in the Most Recent Fiscal Year
Holding a Position at the Company's CPA Accounting Firm or at an
Affiliated Enterprise of Such Accounting Firm, the Name, Job Title, and
Period of Tenure at Such Shall be Disclosed. The Term "Affiliated
Enterprise of CPA Accounting Firm" Refers to an Enterprise Where CPA at
the CPA Accounting Firm Holds At least 50% of the Shares in the Firm or
Has Acquired More Than Half of the Seats of Directors or a Company or
Institution Listed in the Materials Disclosed or Published by the CPA's CPA
Accounting Firm as an Affiliated Enterprise	63
VIII. Any Transfer of Equity Interests and/or Pledge of or Change in Equity
Interests (During the Most Recent Fiscal Year or During the Current Fiscal
Year up to the Date of Publication of the Annual Report) by a Director,
Manager, or Shareholder with a Stake of More than 10 Percent	64
IX. Relationship among the Company's 10 Largest Shareholders as a Related
Party, a Spouse or a Relative Within the Second Degree of Kinship	65
X. Total Number of Shares and Total Equity Stake Held in any Single Enterprise
by the Company, Its Directors, Managers, and Any Companies Controlled
Either Directly or Indirectly by the Company	66
Chapter IV. Capital Overview	67
I. Capital and Shares	67
II. Corporate Bonds	75

III. Preferred Shares	75
IV. Global Depository Shares	75
V. Employee Stock Options	75
VI. Issuance of New Shares in Connection with Mergers or Acquisitions or with
Acquisitions of Shares of Other Companies	75
VII. Implementation of the Company's Capital Allocation Plans	75
Chapter V. Operating Highlights	76
I. Business Activities	76
II. Market as well as Production and Marketing Situation	88
III. Employees	95
IV. Disbursements for Environmental Protection	95
V. Labor-Management Relations	96
VI. Information and Communication Security Management	99
VII. Important Contracts	100
Chapter VI. Financial Information	101
I. Condensed Balance Sheets and Statements of Comprehensive Income for the Past Five
Fiscal Years	101
II. Financial Analyses for the Past Five Fiscal Years	103
III. Audit Committee's Report for the Most Recent Fiscal Year's Financial Statement . 105
IV. Financial Statements for the Most Recent Fiscal Year	106
V. Parent Company-Only Financial Statement for the Most Recent Fiscal Year, Certified by
the CPA	167
VI. In the Most Recent Fiscal Year and Up to the Date of Publication of the
Annual Report, Any Financial Difficulties Experienced by the Company or
Its Affiliates and How Said Difficulties Will Affect the Company's
Financial Situation	167
Chapter VII. Review and Analysis of the Company's Financial Position and Financial
Performance and Listing of Risks	168
I. Financial Position	168
II. Financial Performance	168
III. Cash Flow	169
IV. Effect Upon Financial Operations posed by any major capital expenditures during the
most recent fiscal year	169
V. Reinvestment Policy for the Most Recent Fiscal Year, Main Reasons for
Profits/Losses Generated Thereby, Plan for Improving Re-investment
Profitability and Investment Plans for Coming Year	170
VI. Risk Analysis and Assessment for the Most Recent Fiscal Year and as of the Date of
Publication of the Annual Report	170

VII. Other Important Matters	173
Chapter VIII. Special Disclosure	174
I. Information on the Affiliates	174

1. Private Placement of Securities During the Most Recent Fiscal Year or During the Current Fiscal Year up to the Date of Publication of the Annual Report.
   The Date of Approval and Amount Approved by the Shareholders' Meeting or the Board Of Directors, the Basis and Reasonableness of the Price Set, the Method of Selection of Specific Parties, the Reasons for Necessity for the Private Placement, Parties Targeted by the Private Placement, Criteria, Number of Securities Subscribed for, Relations with the Company, Participation in the Operations of the Company, the Actual Subscription (or

Conversion) Price, the Difference Between the Actual Subscription (or
Conversion) Price and the Reference Price, the Impact of the Private
Placement on Shareholders' Rights and Interests, the Use of Funds from
Private Placement from the Time When Payments of Shares Are Fully
Received Until the Completion of the Fund Use Plan, Plan Execution
Progress and Effect of the Plan Shall be Disclosed	174

1. Holding or Disposal of Shares in the Company by the Company's Subsidiaries During the Most Recent Fiscal Year or During the Current Fiscal Year up

to the Date of Publication of the Annual Report	174
IV. Other Supplementary Information	174
V. Situations Listed in Article 36, Paragraph 3, Sub-paragraph 2 of the Securities
and Exchange Act which Might Materially Affect Shareholders' Equity or
the Price of the Company's Securities Occurring During the Most Recent
Fiscal Year or During the Current Fiscal Year up to the Date of Publication
of the Annual Report	174