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104 — AGM Information 2025
Jun 10, 2025
52296_rns_2025-06-10_5074a36b-b619-4e6c-8682-c1a310f94e4d.pdf
AGM Information
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104 Corporation
2025 Annual Shareholders’ Meeting Minutes (Translation)
Time : 9:00 a.m., May 28, 2025
Place : 104 Corporation Headquarters
- (3f, No.119 BaoZhong Rd., Xindian Dist., New Taipei City, Taiwan, (R.O.C.))
Attendants: Shares represented by the shareholders present and proxies totaled 24,286,035, accounting for 73.17% of the total shares of 33,190,700 issued by the Company.
Chairperson : Rocky Yang
Recorder : Wendy Chiang
Directors Present : Rocky Yang, Steven Su.
Independent Directors Present : Chin-Li Lin, Chung-Huey Huang.
Attendees : Steven Huang / CPA of KPMG, Joanna Huang / General Manager, Stacey Hung / CFO, Wendy Chiang / Accounting Officer.
I . Call Meeting to Order :
The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum at 9:00 am. The Chairperson called the meeting to order.
I I . Chairperson Remarks ( omitted )
I I I . Matters for Report
1. The 2024 Business Report. (see attachment 1)
2. The 2024 Audit Committee’s Review Report. (see attachment 2)
3. The Report of the 2024 Employees’ and Directors’ Compensation
-
Explanatory Notes
: -
(1) Pursuant to Article 25 of the Company’s “Articles of Incorporation”.
-
(2) Income before tax excluding employees’ and Directors’ compensation in 2024 is NT$625,251,162. Based on the resolution of the Board of Directors, cash will be distributed to the employees’ and Directors’ compensation for the amount of NT$51,583,221 and NT$12,505,023, respectively. There is no difference between the above resolution and those recognized in the financial statements.
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I V . Matters for Ratification
1. Adoption of the 2024 Business Report and Financial Statements. (Proposed by the Board of Directors)
Explanatory Notes :
-
(1)The Company’s 2024 financial statements have been approved by the Board of Directors and audited by KPMG.
-
(2)Please refer to attachment 1 and attachment 3.
Resolution : Voting Results:
Shares represented at the time of voting: 24,286,035
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:24,221,083 votes(21,113,877 votes) |
99.73% |
Votes against:3,358 votes(3,358 votes) |
0.01% |
Votes invalid:none |
0.00% |
Votes abstained:61,594 votes(61,594 votes) |
0.25% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal was hereby approved as proposed.
2. Adoption of the Proposal for Distribution of 2024 Earnings. (Proposed by the Board of Directors))
Explanatory Notes :
-
(1)The Company’s net income after tax in 2024 is NT$469,356,623. For the Earnings Distribution Proposal, please refer to attachment 4.
-
(2)Article 66-9 of the Income Tax Act is applicable to the calculation of the earnings distribute proposal mentioned in the preceding paragraph. The 2024 earnings will be distributed first. If such earnings are insufficient, the earnings for the past years will be distributed in sequence.
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(3)The proposal is to distribute a cash dividend of NT$14.14 per share, totaling NT$469,356,623. After the proposal is approved by the annual shareholders’ meeting, the Board of Directors is authorized to determine the ex-dividend date. Cash dividends shall be based on the distribution ratio and rounded down to the integer. Fractional dividend amounts that are less than NT$1 shall be summed up and recognized as other income of the Company. In case the number of the Company’s outstanding shares is affected from changes to the laws or other matters which may lead to the changes in the shareholder dividend ratio, it is proposed to the shareholder’s meeting to authorize the Board of Directors to adjust it.
Resolution : Voting Results:
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Shares represented at the time of voting: 24,286,035
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:24,243,025 votes(21,135,819 votes) |
99.82% |
Votes against:3,458 votes(3,458 votes) |
0.01% |
Votes invalid:none |
0.00% |
Votes abstained:39,552 votes(39,552 votes) |
0.16% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal was hereby approved as proposed.
V. Matters for Discussion
1. Amendment to the Company’s “Articles of Incorporation”. (Proposed by the Board of Directors)
Explanatory Notes :
The proposal is to amend partial provisions of the Company’s “Articles of Incorporation” in accordance with Article 14-6 of the Securities and Exchange Act. For the comparison table of the amendments, please refer to attachment 5.
Resolution : Voting Results:
Shares represented at the time of voting: 24,286,035
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:24,242,063 votes(21,134,857 votes) |
99.81% |
Votes against:3,378 votes(3,378 votes) |
0.01% |
Votes invalid:none |
0.00% |
Votes abstained:40,594 votes(40,594 votes) |
0.16% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal was hereby approved as proposed.
VI. Extemporary Motions
There being no other business and special motion, upon a motion duly made and seconded, the meeting was adjourned.
V I I . Adjournment : May 28, 2025 at 9:34 a.m.
No inquiries were raised by shareholders at the shareholders' meeting regarding the report matters, ratification matters, discussion matters and extemporary motions.
Note: This meeting minutes was recorded in accordance with Article 183, paragraph 4 of the provisions of the Company Act. The meeting audio recording still prevail regarding the meeting content and proceedings.
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