Phison Electronics Corp. (“Phison”) was set up in 2000 by five founders. After over 19-year diligent management, until 2019 end Phison has over 1800 employees (almost 80% are engineers), and is playing the role as the world NAND Flash controller leader. From Phison’s financial record, its total asset and shareholder’s equity are stably increased, and from 2005 to 2018 it has cumulatively paid dividends over New Taiwan Dollars 20.9 billion. Therefore, from Phison’s Chairman and CEO Mr. K.S. Pua (“Mr. K.S. Pua”) and his management team’s point of view, they have performed their duties well to create considerable interests for the shareholders and employees.
About the financial case, when Taiwan Hsinchu District Prosecutors Office (“Prosecutors Office”) initiated investigation in 2016, Mr. K.S. Pua actively cooperated to the proceeding. Mr. K.S. Pua explained to the Prosecutors Office that, the reason why he did such special business arrangements at issue was to respond to severe competition, and for Phison’s long-term development. Mr. K.S. Pua further told that he did NOT have the motive to damage Phison and cheat the investors. After the investigation the Prosecutors Office once issued deferred prosecution order in 2017. Due to limitation of current laws in Taiwan, although this case was indicted in 2019, the prosecutor in the indictment still mentioned that said special business arrangement was for Phison’s interest, and the prosecutor suggested the court considering commutation in accordance with the law. Nevertheless, from the results we can see that, Phison actually earned considerable profits and paid corresponding dividends to the shareholders. In addition, per Taiwan’s governmental authority Financial Supervisory Commission’s instruction in 2016, Phison had ever re-prepared its financial reports at issue, and no materially abnormal result was found.
Following the Prosecutors Office’s indictment, the Securities and Futures Investors Protection Center (“SFIPC”) in Taiwan filed two civil actions in 2019 end. The first civil action is to ask to remove Mr. K.S. Pua from director of Phison’s board position (“Removal Action”), and the other one is to claim damage against Phison, its board of directors and other co-defendants on behalf of certain investors (“Class Action”).
SFIPC’s cause of action in the Removal Action is that, Mr. K.S. Pua should not be qualified as director of Phison’s board due to his being indicted. It is regretful about SFIPC’s allegation. From Mr. K.S. Pua’s point of view, purpose of his making such special business arrangements was for Phison. Phison actually earned considerable profits to bring corresponding dividends for the investors. It was not heard from the investors to criticize Mr. K.S. Pua’s qualification as director of Phison’s board. Now SFIPC filed the Removal Action, alleging that it is for the investors’ interest?! It is argued that said action actually protects the investors’ interests. Therefore, Mr. K.S. Pua actively participates in the proceeding for fair judgment. Nevertheless, Mr. K.S. Pua still keeps his promise to serve for Phison at the CEO position, and leads Phison to move forward continuously.
SFIPC’s cause of action in the Class Action is that, Phison and the con-defendants need to reimburse certain investors’ loss approximately New Taiwan Dollars 697 million, due to their relying on Phison’s Q3 and Q4, 2014 defective financial report. It is also regretful that, SFIPC may not consider background of Phison’s case is different from other financial cases (which usually involve misappropriation of company’s assets), but still solicits investors to join this Class Action, and applies to unreasonable formula to maximize alleged loss. In addition, statute of limitations of this Class Action may have expired since SFIPC waited over three years until 2019 end to file litigation. Furthermore, it is also argued that SFIPC’s claim has sufficient ground, since an investor’s investment decision usually has something to do with overall economy, the invested company’s performance and future, personal financial management and other factors. Therefore, Phison and the co-defendants have actively defended against the alleged claim.
In sum, it is reasonably believed that the financial case and corresponding litigations do not significantly impact Phison’s current finance, business and operations. Mr. K.S. Pua and the Phison team still will implement their duties diligently to create notable performance for the investors. Last of all, it is appreciated for the investor’s continuously support.