Altek - AGM Information 2022 | FinancialReports.eu

Altek Corporation 2022 Annual General Shareholders’ Meeting Minutes (Translation)

Time and Date: June 17, 2022 (Friday) at 9:00 am

Place: No.2, Zhanye 1st Rd., East Dist., Hsinchu City 30078, Taiwan (R.O.C.) (ASIP Affairs ROOM203)

Total outstanding shares (excluding 4,213,300 non-voting shares): 274,987,825 shares

Total shares represented by shareholders present in person or by proxy: 168,629,030 shares (including 32,132,934 shares casted electronically)

Percentage of shares held by shareholders present in person or by proxy: 61.32%

Chairman: Alex Hsia, the Chairman of the Board of Directors

Directors: Alex Hsia, Director, KUO HSIUNG WU, Director, Vincent Kao, Director and Belle Liang, Director

Attendees: Tien-Yi Li, CPA of PricewaterhouseCoopers Taiwan and Jennifer Chen, Attorney of J.S. International Attorneys at Law.

Recorder: Peter Yang

A.Call Meeting to Order (The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.)

B.Chairman’s Address (omitted)

C.Reported Matters

I. 2021 Business Report.

Explanations: Please refer to Attachment 1 for the 2021 Business Report.

II. Audit Committee's review report.

Explanations: Please refer to Attachment 2 for the Audit Committee's review report.

III. To report the distribution of 2021 compensation of employees and directors.

Explanations:

i. According to Article 25 of the Company’s Articles of Incorporation, the Company shall appropriate 10%~20% of the annual earnings as employees’ bonus and appropriate no more than 2% of the annual earnings as director’s bonus.
ii. It’s proposed to appropriate 15% of the annual earnings, equivalent to NT$44,428,886 as employees’ bonus and 2% of the annual earnings, equivalent to NT$5,923,851 as director’s bonus. The aforementioned amounts are the same as the amounts estimated in 2021 and will all be paid in cash.

IV. To report the cash dividend distribution.

Explanations:

i. According to Article 26 of the Company’s Articles of Incorporation, the distributable dividends and bonuses in whole or in part may be paid in cash after resolution of the board of directors and report to the shareholders’ meeting.
ii. Cash dividends to common shareholders: Totaling NT$190,400,788. Each common share will be entitled to receive a cash dividend of NT$0.7 per share. The cash dividend less than NT$1 for the odd shares will be booked as other income of the Company.
iii. The Board of Directors resolved to authorize the Chairman to schedule the ex-dividend date, dividend distribution date. If the outstanding shares are affected by the changes in the capital stock of the Company and thus affects the distribution ratio to shareholders, the Chairman is authorized to handle the relevant matters discretionally.
V. To report the issuance of common shares, domestic or overseas convertible bonds by way of cash in private placement of 2021 private placement.

Explanations:

i. The Annual General Shareholders’ Meeting held on August 26, 2021 approved to issue common shares, domestic or overseas convertible bonds by way of cash in private placement (hereinafter “the Fund Raising”) not exceeding 60,000,000 shares subject to Article 43‐6 of Securities and Exchange Act, and to carry out the Fund Raising in single or combo instruments, one or multiple run(s) within one year.
ii. The Fund Raising has yet been executed and it will be due on August 25, 2022. The 9th board meeting of the 9th term of Board of Directors has resolved to cease the Fund Raising in the remaining period.

D.Acknowledged Matters

I. 2021 Business Report and Financial Statements. (Proposed by the Board of Directors)

Explanations:

i. The Company’s 2021 financial statements were audited by CPA Li, Tien-Yi and CPA Chiang, Tsai-Yen of PricewaterhouseCoopers Taiwan which were presented and resolved along with the business report in the 9th board meeting of the 9th term of Board of Directors as well as reviewed by the Audit Committee.
ii. Please refer to Attachment 1 for the business report and Attachment 3 for the independent auditor’s report and financial statements.

Resolution: The result is as follows:

168,629,030 shares were represented at the time of voting (including 32,132,934 shares casted electronically), Votes in favor: 160,476,814 votes (95.16% of total represented shares), Votes against: 44,627 votes (0.02% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 8,107,589 votes (4.80% of total represented shares).

RESOLVED, that the above proposal be and hereby were accepted as submitted.

II. Distribution of 2021 Surplus Earnings. (Proposed by the Board of Directors)

Explanations: The Company plans to distribute the 2021 earnings in accordance with the Company Act and the Company’s Articles of Incorporation as follows:

Unit: NTD

follows:		Unit: NTD
Item		Amount
Unappropriated earnings – beginning Add: The 2021 net income Add: The actuarial benefits of the current defined benefit plan Less: Disposal of equity instruments at fair value through other consolidation Less: 10% legal reserve Less: Special reserve Current earnings available for distribution Distribution: Cash dividend (NT$0.7 per share) Stock dividend Unappropriated earnings - ending		2,040,230,776 224,734,196 2,746,325 (1,571,334) (22,590,919) (123,276,538)
		2,120,272,506
		(190,400,788) 0
		1,929,871,718
Note 1:The cash dividend per share for the aforementioned shareholder is computed in accordance with the 272,001,125 shares entitled to the dividend distribution as of February 9, 2022. The cash dividend less than NT$1 for the odd shares will be booked as other income of the Company. Note 2:The distribution of earnings is based on the earnings generated in 2021 and the insufficient amount, if any, is to be replenished with the earnings of previous years according to the last-in-first-out principle.

Resolution: The result is as follows:

168,629,030 shares were represented at the time of voting (including 32,132,934 shares casted electronically), Votes in favor: 160,790,243 votes (95.35% of total represented shares), Votes against: 80,453 votes (0.04% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 7,758,334 votes (4.60% of total represented shares).

RESOLVED, that the above proposal be and hereby were accepted as submitted.

E.Matters for Discussion

I. To amend the Articles of Incorporation. (Proposed by the Board of Directors)
Explanations: To comply with the amendment of the laws and regulations of the competent authority and to accommodate the Company’s actual operational needs, it is proposed to amend the Articles of Incorporation. Please refer to Attachment 4.

Resolution: The result is as follows:

168,629,030 shares were represented at the time of voting (including 32,132,934 shares casted electronically), Votes in favor: 160,796,935 votes (95.35% of total represented shares), Votes against: 49,477 votes (0.02% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 7,782,618 votes (4.61% of total represented shares).

RESOLVED, that the above proposal be and hereby were accepted as submitted.

II. To amend the revisions of Rules of Procedure for Shareholders Meeting. (Proposed by the Board of Directors)
Explanations: To comply with the amendment of the laws and regulations of the competent authority and to accommodate the Company’s actual operational needs, it is proposed to amend the Rules of Procedure for Shareholders Meeting. Please refer to Attachment 5.

Resolution: The result is as follows:

168,629,030 shares were represented at the time of voting (including 32,132,934 shares casted electronically), Votes in favor: 160,796,231 votes (95.35% of total represented shares), Votes against: 74,071 votes (0.04% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 7,758,728 votes (4.60% of total represented shares).

RESOLVED, that the above proposal be and hereby were accepted as submitted.

III. To amend the Procedures of the Acquisition or Disposal of Assets. (Proposed by the Board of Directors)
Explanations: To comply with the amendment of the laws and regulations of the competent authority and to accommodate the Company’s actual operational needs, it is proposed to amend the Procedures of the Acquisition or Disposal of Assets. Please refer to Attachment 6.

Resolution: The result is as follows:

168,629,030 shares were represented at the time of voting (including 32,132,934 shares casted electronically), Votes in favor: 158,559,076 votes (94.02% of total represented shares), Votes against: 2,309,597 votes (1.36% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 7,760,357 votes (4.60% of total represented shares).

RESOLVED, that the above proposal be and hereby were accepted as submitted.

IV. To amend the Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others. (Proposed by the Board of Directors)
Explanations: To comply with the amendment of the laws and regulations of the competent authority and to accommodate the Company’s actual operational needs, it is proposed to amend the Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others. Please refer to Attachment 7.

Resolution: The result is as follows:

168,629,030 shares were represented at the time of voting (including 32,132,934 shares casted electronically), Votes in favor: 160,784,204 votes (95.34% of total represented shares), Votes against: 87,070 votes (0.05% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 7,757,756 votes (4.60% of total represented shares).

RESOLVED, that the above proposal be and hereby were accepted as submitted.

V. To issue common shares, domestic or overseas convertible bonds by way of cash in private placement. (Proposed by the Board of Directors) Explanations:
i. To invest the high-end technologies, enrich working capital, repay borrowings, reinforce financial structures, invite strategic investors and support the Company’s development funding needs, taking fund-raising flexibility into consideration and in accordance with Article 43-6 of the Securities and Exchange Act, it is proposed that the shareholders meeting to authorize the Board of Directors, within the limit of 60,000,000 common shares, to raise funds through private placement based on the Company’s needs and market conditions. Afore-mentioned private placement includes single or combo instruments such as issuance of common shares, domestic or overseas convertible bonds by way of cash in private placement (hereinafter “the Fund Raising”), and shall be executed by one or multiple run(s). For issuance of the Fund Raising, the number of common shares to be converted shall be calculated in accordance with the conversion price at the time of issuance and shall be no more than 60,000,000 shares. Considering the capital market’s effectiveness, feasibility and costs to raise capital, the benefits to maintain long-term relationship with strategic partners and the no-trading period of 3 years by such security issuance of private placement, the Company proposed to raise funds through private placement, rather than public offering. Please refer to Attachment 8 for the amount of the Fund Raising, the basis and rationality to determine the issue price, the method of determining specific investors, objective, necessity and anticipated benefit, the necessity for issuance of the Fund Raising and the use of proceeds and the anticipated benefit.
ii. It’s proposed that the shareholders meeting to authorize the Board to adjust and process the Fund Raising conditions, convertible bond issuance and conversion scheme, use of proceeds, schedule, anticipated benefit and other relevant matters based on the Company’s needs, market conditions, relevant laws and regulations, instruction by competent authority.
iii. The Chairman or designated personnel shall be authorized to process all matters related to the Fund Raising and sign relevant contracts on behalf of the Company.
iv. For matters not mentioned herein, the Board of Directors shall be authorized to process fully by relevant laws and regulations.

Resolution: Lawyer Jennifer Chen gives additional explanations per the chairman’s request.

Lawyer Jennifer Chen: The following are the additional explanations of the Company’s two replies to the Securities and Futures Investors Protection Center (SFIPC, shareholder account number: 14291) by correspondence. For more information, please refer to the meeting minutes:
The first inquiry from the SFIPC about items listed in Explanation 2:
- (1)The necessity and rationality of the private placement for fundraising:
  - A. Considering the timeliness and convenience of fundraising, cost of issuance, and needs for introducing strategic investors, the private placement will further ensure the long-term cooperation between the Company and strategic investors as private equity securities are prohibited from free transfer within three years. Therefore, the Company raises funds through private placement to add flexibility to funding. The funds raised through private placement will supplement working capital, repay borrowings, and strengthen the Company’s financial structure, which is expected to facilitate business expansion, speed up technological developments, and reduce procurement costs. The Company expects to become more competitive and deliver better operating results, which is of positive benefit to its stable operations and shareholders’ equity. As a result, it is necessary to raise funds in the form of a private placement.
  - B. The purpose of the private placement is to invest in digital imaging equipment and technology, expand the market, supplement working capital, repay borrowings, and strengthen the financial structure. With the funds raised in the form of a private placement, the Company expects to become more competitive and deliver better operating results, which is of positive benefit to its shareholders’ equity. On March 10, 2022, the Board of Directors resolved to set the subscription price of common shares in the private placement and the issuance price of privately placed convertible bonds based on the Company’s stock price and theoretical price, in accordance with the “Directions for Public Companies Conducting Private Placements of Securities,” and considering that private equity securities are prohibited from transfer within three years. Therefore, the price should be reasonable.
- (2) The conditions of the private placement of domestic or overseas convertible bonds such as specific coupon rates: The private placement will be processed according to the market conditions and the Company’s capital after it is adopted by the shareholders’ meeting. Therefore, the Company proposes in the shareholders’ meeting to authorize the Board of Directors to make decisions according to the prevailing market conditions.

(3) Purpose of the private placement and its impact on management rights and shareholders’ equity:

On March 10, 2022, the Board of Directors resolved to adopt the private placement within the quota of 60,000 thousand shares. If 60,000 thousand shares are fully issued (including conversion), the issued amount will account for about 17.69% of the Company’s share capital after the capital increase, which should raise no concern about changes in management rights. Since the private placement is within the aforementioned quota and may be processed in two installments, it is expected to introduce different strategic investors and diversify the candidates for the private placement as much as possible, so as to reduce the possibility of changes in management rights due to private placement and maintain shareholders’ equity.

2. The second inquiry from the SFIPC:

The following is the additional explanation for the conditions of the private placement of domestic or overseas convertible bonds such as specific coupon rates:

With the rapid changes in the economy and financial markets, the conditions of the private placement of domestic or overseas convertible bonds such as coupon rates shall be determined by the Board of Directors based on the market conditions at the time of the issuance of privately placed corporate bonds after the private placement of domestic or overseas convertible bonds is adopted in the shareholders’ meeting through a resolution.

The result is as follows:

168,629,030 shares were represented at the time of voting (including 32,132,934 shares casted electronically), Votes in favor: 144,315,681 votes (85.58% of total represented shares), Votes against: 16,410,884 votes (9.73% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 7,902,465 votes (4.68% of total represented shares).

RESOLVED, that the above proposal be and hereby were accepted as submitted.

VI. To issue Restricted Stock Awards. (Proposed by the Board of Directors)

Explanations:

i. To attract, retain professional personnel and to enhance company competitiveness, growth and profitability, it is proposed to issue restricted stock awards (“RSA”).
ii. Principal terms and conditions:
Total amounts(shares) of issuance
- The number of shares issued under this plan shall not exceed 2,000,000 common shares with par value at NTD10, for a total amount of NTD 20,000,000. The issuance shall be filed to the competent authority in multiple tranches within one (1) year from the date of the resolution of the Shareholders Meeting, and be granted in multiple tranches within one (1) year from the date when the application becomes effective.

Conditions of Issuance
(1) Issuance Price: Issuance of new bonus shares, the issuing price is NTD 0.
(2) Vested Conditions:

Within one month after the expiration of one year: 50% of shares acquired.

Within one month after the expiration of two year: 50% of shares acquired.

(3) Type of shares to be issued: common shares.
(4) Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance:
- If failing to meet the vested conditions, the Company shall redeem shares for free from employees and cancel it. All other matters shall be handled in accordance with the issuance regulations.
Qualification criteria for employees and number of shares granted
(1) Qualification criteria for employees:

Full-time employees of the company's domestic and foreign control or subordinate companies who are already employed on the date that such restricted shares are awarded shall be eligible to receive the RSA. The alleged control or subordinate company is in accordance with the definition of standard identification about Article 369-2 of Company Act. The number of granted shares shall be determined by seniority, position, performance, overall contribution, special contribution and other factors in management. The list and shares to be granted shall be reviewed by the Chairman and be approved by the Board. However, for employees who are managerial officers or Board members, the award of such shares shall obtain approval of the Compensation Committee.

(2) Number of shares granted:

For each employee, the cumulative number of shares of employee stock warrants to be subscribed, plus the cumulative number of new restricted employee shares granted, may not exceed 0.3 percent of the Company’s total issued shares. And the above in combination with the cumulative number of shares of employee stock warrants to be subscribed, may not exceed 1 percent of the issuer’s total issued shares.

Necessity for issuing restricted stock awards

To attract and retain professional personnel, to motivate employees and enhance their centripetal force so as to jointly create the Company’s and shareholders’ interests.

Calculated expense amount

The Company shall evaluate the shares’ fair market value on delivery day and recognize expenses annually during the vested period. The estimated maximum amount based on the closing price NT$43.25 of February 25, 2022 is NTD 86,500,000. The estimated amortized expense from 2022 to 2024 is NTD27,031,000, NTD46,854,000, and NTD12,615,000 respectively, under the assumption of issuance at the end of August 2022. If it is issued to a full-time official employee of the company's domestic or foreign control or subordinate company, the impact on the company's expense will be reduced accordingly.

6.Dilution of the Company's EPS and other factors affecting shareholder’s equity The maximum dilution of the Company’s EPS from 2022 to 2024 is NTD 0.10, 0.17, and 0.05, respectively. The influence on the Company’s EPS is limited, hence there’s no material impact on the shareholder’s equity.
iii. Please refer to Attachment 9 for the Regulations Governing the Grant of Restricted Stock Awards of 2022.
iv. If some revision or adjustment has to be made, after the proposal has been adopted by the 2022 Annual Shareholders Meeting, due to competent authority’s instruction, amendment to the laws and regulations or other matters not mentioned herein, it is proposed that the Shareholders Meeting authorizes the Board of Directors with full power to handle all issues regarding the issuance of restricted stock awards.

Resolution: The result is as follows:

168,629,030 shares were represented at the time of voting (including 32,132,934 shares casted electronically), Votes in favor: 152,047,433 votes (90.16% of total represented shares), Votes against: 8,679,820 votes (5.14% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 7,901,777 votes (4.68% of total represented shares).

RESOLVED, that the above proposal be and hereby were accepted as submitted.

F.Extemporary Motions: None.

G.Adjournment: Meeting ended at 9:36 am.

Note: It was recorded the essentials and results of the deliberations of the Shareholders’ Meeting Minutes in accordance with Article 183, Item 4 of the Company Act. The contents, procedures and speeches of the meeting will be follow to the audio-visual records of the meeting.

Attachment 1

Altek Corporation

2021 Business Report

The COVID-19 pandemic remained prevalent in 2021 disrupting supply chains and resulting in shortages of raw materials, rising global inflation, and changes in livelihood and consumption habits. Despite the challenges of the global macroeconomy and off-balanced industrial chain, the Company remains committing to operational transformation and upgrading core competitiveness with a focus on four core technologies “AI Edge Chipset, advanced ISP (Image Signal Processor) technology, Telematics, and 3D depth-sensing technology,” which help provide solutions to the four industries in “medical imaging, electric cars, metaverse, and robotics.” The Company has also managed to achieve record-high profitability and earnings per share through the efforts of its colleagues taking as a whole. It is indeed a new era for Altek Corporation in transforming the business operation.

Altek Corporation’s consolidated revenue was NT$9.1 billion in 2021, an increase of 48.88% Year on Year (YoY) ; the consolidated gross YoY margin was 24%; the net income was NT$224,734 thousand, an increase of 40.15% YoY, and the EPS was NT$0.85. It indicates the lean and focusing management of the Company with the revenue portfolio adjusted, the operating performance upgraded, and the transformation of business operation realized.

The Group celebrated its 25[th] anniversary in 2021 which was a significant milestone for all of us. Altek Corporation is based on the global leading visual imaging technology to provide better and more innovative imaging solutions continuously, and made “Better Vision ‧ Better Life” the Company’s vision to integrate AI intelligence and visual art, to provide a rich and profound visual experience, and to help people realize a better, richer, and more enjoyable life.

In prospect, the Company is welcoming the opportunity of making a successful transformation this year with the continuous globalization. The Company will take advantage of the imaging optics core technology to exercise the synergy of three integrated business entities in “semiconductor chip, automotive, and medical imaging,” continue to invest in SoC (system on chips), research and develop forward-looking technologies and innovative applications, and optimize the Company’s technical capability and competitiveness. The management and the employees taking as a whole will strive to enhance the Company’s operational performance and growth, and to feedback to the shareholders with high profits. We are grateful for the long-term support and recognition of the shareholders of the Company.

Chairman & CEO

Alex Hsia

Attachment 2

Altek Corporation

Audit Committee’s Review Report

To: The 2022 Annual General Shareholders’ Meeting

The Board of Directors has prepared the Company’s 2021 Business Report, Financial Statements and proposal for allocation of earnings. The CPA firm of PricewaterhouseCoopers was retained to audit Altek’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Altek Corporation. According to relevant requirements of the Securities and Exchange Act and the Company Act, we hereby submit this report.

Altek Corporation

Chairman of the Audit Committee

MORI SHOREI

March 10, 2022

Attachment 3

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Attachment 4

Altek Corporation Comparison Table for Articles of Incorporation

Article after Revision	Article before Revision	Reason for Revision
Article 9-1: When the company's shareholders'	This article is added.	To accommodate the law.
meeting is held, it may be held by visual
communication conference or other
methods announced by the central
competent authority. When a shareholders' meeting is held, if
the meeting is held by visual
communication conference, its
shareholders participating in the meeting
by videoconference shall be deemed to
have attended the meeting in person. In the case of the provisions of the
preceding two paragraphs, if the
securities regulatory authority has other
provisions, such provisions shall be
followed.
Article 25: The Company shall distribute ten percent (10%) to twenty percent (20%) of profit of the current year as employees’ compensation and not higher thanfive percent (5%)of profit of the current year as the directors’ compensation. However, the company's accumulated losses shall have been covered. Employees’ compensation may be distributed in the form of shares or in cash. The employees of parents of the Company meeting certain specific requirements or the Company’s subsidiaries which the Company owns more than fifty percent (50%) of the shares may be entitled to receive the employees’ compensation. …omitted	Article 25: The Company shall distribute ten percent (10%) to twenty percent (20%) of profit of the current year as employees’ compensation and not higher than two percent (2%) of profit of the current year as the directors’ compensation. However, the company's accumulated losses shall have been covered. Employees’ compensation may be distributed in the form of shares or in cash. The employees of parents of the Company meeting certain specific requirements or the Company’s subsidiaries which the Company owns more than fifty percent (50%) of the shares may be entitled to receive the employees’ compensation. …omitted	To accommodate the actual operational needs.

Reason for Article after Revision Article before Revision Revision Article 32: Article 32: To add the date of With the consent of the promotes in the With the consent of the promotes in the revision. promoters’ meeting, the Articles of promoters’ meeting, the Articles of Incorporations were duly stipulated on Incorporations were duly stipulated on December 20, 1996. December 20, 1996. The Articles were duly amended on The Articles were duly amended on December 26, 1996 as the 1st amendment. December 26, 1996 as the 1st amendment. The Articles were duly amended on January The Articles were duly amended on January 21, 1997 as the 2nd amendment. 21, 1997 as the 2nd amendment. The Articles were duly amended on The Articles were duly amended on February 10, 1997 as the 3rd amendment. February 10, 1997 as the 3rd amendment. The Articles were duly amended on March The Articles were duly amended on March 14, 1997 as the 4th amendment. 14, 1997 as the 4th amendment. The Articles were duly amended on June 13, The Articles were duly amended on June 13, 1997 as the 5th amendment. 1997 as the 5th amendment. The Articles were duly amended on January The Articles were duly amended on January 29, 2000 as the 6th amendment. 29, 2000 as the 6th amendment. The Articles were duly amended on June 1, The Articles were duly amended on June 1, 2000 as the 7th amendment. 2000 as the 7th amendment. The Articles were duly amended on May 11, The Articles were duly amended on May 11, 2001 as the 8th amendment. 2001 as the 8th amendment. The Articles were duly amended on The Articles were duly amended on December 13, 2001as the 9th amendment. December 13, 2001as the 9th amendment. The Articles were duly amended on May 27, The Articles were duly amended on May 27, 2002 as the 10th amendment. 2002 as the 10th amendment. The Articles were duly amended on June 9, The Articles were duly amended on June 9, 2003 as the 11th amendment. 2003 as the 11th amendment. The Articles were duly amended on June 11, The Articles were duly amended on June 11, 2004 as the 12th amendment. 2004 as the 12th amendment. The Articles were duly amended on June 14, The Articles were duly amended on June 14, 2005 as the 13th amendment. 2005 as the 13th amendment. The Articles were duly amended on June 13, The Articles were duly amended on June 13, 2007 as the 14th amendment. 2007 as the 14th amendment. The Articles were duly amended on June 16, The Articles were duly amended on June 16, 2009 as the 15th amendment. 2009 as the 15th amendment. The Articles were duly amended on June 15, The Articles were duly amended on June 15, 2010 as the 16th amendment. 2010 as the 16th amendment. The Articles were duly amended on June 13, The Articles were duly amended on June 13, 2012 as the 17th amendment. 2012 as the 17th amendment. The Articles were duly amended on June 17, The Articles were duly amended on June 17, 2016 as the 18th amendment. 2016 as the 18th amendment. The Articles were duly amended on June 16, The Articles were duly amended on June 16, 2017 as the 19th amendment. 2017 as the 19th amendment. The Articles were duly amended on June 13, The Articles were duly amended on June 13, 2019 as the 20th amendment. 2019 as the 20th amendment. The Articles were duly amended on June 12, The Articles were duly amended on June 12, 2020 as the 21th amendment. 2020 as the 21th amendment. The Articles were duly amended on June 17, 2022 as the 22th amendment.

Attachment 5

Altek Corporation Comparison Table for Rules of Procedure for Shareholders’ Meeting

Reason for Article after Revision Article before Revision Revision Article 1-1: Article 1-1: To accommodate Unless otherwise provided by law or Unless otherwise provided by law or the law. regulation, this Corporation's shareholders regulation, this Corporation's meetings shall be convened by the board of shareholders meetings shall be convened directors. by the board of directors. Election or dismissal of directors, Election or dismissal of directors, amendments to the articles of amendments to the articles of incorporation, capital reduction, incorporation, capital reduction, application for suspension of public application for suspension of public offering, director's competition license, offering, director's competition license, capital increase from surplus, capital capital increase from surplus, capital increase from public reserve, the increase from public reserve, the dissolution, merger, or spin-off, or any dissolution, merger, or spin-off, or any matter under Article 185, paragraph 1 of matter under Article 185, paragraph 1 the Company Act, Articles 26-1 and 43-6 shall be set out in the notice of the of the Securities and Exchange Act, or reasons for convening the shareholders Articles 56-1 and 60-2 of the Regulations meeting. None of the above matters shall Governing the Offering and Issuance of not be brought up as voting power by an Securities by Securities Issuers shall be extemporary motion; its main content set out in the notice of the reasons for may be placed on the website designated convening the shareholders meeting. None by the securities authority or the of the above matters shall not be brought company, and its website should be stated up as voting power by an extemporary in the notice. motion. The convening of the shareholders The convening of the shareholders 'meeting has stated the full re-election of 'meeting has stated the full re-election of directors and their assumed office. After directors and their assumed office. After the re-election of the shareholders' the re-election of the shareholders' meeting, the same meeting shall not meeting, the same meeting shall not change its appointment date by temporary change its appointment date by temporary motion or other means. motion or other means. Article 9: Article 9: To accommodate A shareholder shall be entitled to vote for A shareholder shall be entitled to vote for the law. each share held, except when the shares each share held, except when the shares are restricted shares or are deemed are restricted shares or are deemed non-voting shares under Article 179, non-voting shares under Article 179, paragraph 2 of the Company Act. paragraph 2 of the Company Act. When this Corporation holds a When this Corporation holds a shareholders meeting, the shareholders shareholders meeting, it may allow the shall exercise voting rights by electronic shareholders to exercise voting rights in transmission and may exercise voting writing or by electronic transmission. rights in writing. When voting rights are When voting rights are exercised in exercised in writing or by electronic writing or by electronic transmission transmission means, the method of means, the method of exercise shall be exercise shall be specified in the specified in the shareholders meeting shareholders meeting notice. A shareholder notice. A shareholder exercising voting

	Article after Revision	Article before Revision	Reason for Revision
	exercising voting rights in writing or by electronic transmission shall be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. (Omitted below)	rights in writing or by electronic transmission shall be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. (Omitted below)
	Article 15: These Regulations and any amendments hereto shall be implemented after being passed by a shareholders’ meeting. The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 14, 2006 as the 2nd amendment. The Procedures were duly amended on June 12, 2020 as the 3rd amendment. The Procedures were duly amended on June 17, 2022 as the 4th amendment.	Article 15: These Regulations and any amendments hereto shall be implemented after being passed by a shareholders’ meeting. The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 14, 2006 as the 2nd amendment. The Procedures were duly amended on June 12, 2020 as the 3rd amendment.	To add the date of revision.

Attachment 6

Altek Corporation Comparison Table for Procedures of the Acquisition or Disposal of Assets

Reason for Article after Revision Article before Revision Revision Article 4 Article 4 To …omitted …omitted accommodate 4.2 When issuing an appraisal report or 4.2 When issuing an appraisal report or the law. opinion, the personnel referred to in the opinion, the personnel referred to in the preceding paragraph shall comply with the preceding paragraph shall comply with the self-regulatory rules of the industry following: associations to which they belong and with 4.2.1 Prior to accepting a case, they shall the following: prudently assess their own professional 4.2.1 Prior to accepting a case, they shall capabilities, practical experience, and prudently assess their own professional independence. capabilities, practical experience, and 4.2.2 When examining a case, they shall independence. appropriately plan and execute adequate 4.2.2 When conducting a case, they shall working procedures, in order to produce a appropriately plan and execute adequate conclusion and use the conclusion as the working procedures, in order to produce a basis for issuing the report or opinion. The conclusion and use the conclusion as the related working procedures, data collected, basis for issuing the report or opinion. The and conclusion shall be fully and accurately related working procedures, data collected, specified in the case working papers. and conclusion shall be fully and accurately 4.2.3 They shall undertake an item-by-item specified in the case working papers. evaluation of the comprehensiveness, 4.2.3 They shall undertake an item-by-item accuracy, and reasonableness of the sources evaluation of the appropriateness and of data used, the parameters, and the reasonableness of the sources of data used, information, as the basis for issuance of the the parameters, and the information, as the appraisal report or the opinion. basis for issuance of the appraisal report or 4.2.4 They shall issue a statement attesting to the opinion. the professional competence and 4.2.4 They shall issue a statement attesting to independence of the personnel who prepared the professional competence and the report or opinion, and that they have independence of the personnel who prepared evaluated and found that the information the report or opinion, and that they have used is reasonable and accurate, and that evaluated and found that the information they have complied with applicable laws and used is appropriate and reasonable, and regulations.

4.2.4 They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations.

Article 5

…omitted

5.2 Operating procedures

5.2.1 In the securities investment of the Company where the transaction amount for acquisition and disposal is lesser than NT$100 million, the transaction shall be approved by the general manager; When the transaction amount is between NT$100 million to NT$300 million, the transaction shall be approved by the chairman of board of

Article 5

To …omitted accommodate 5.2 Operating procedures the law and the 5.2.1 In the securities investment of the actual Company where the transaction amount operational for acquisition and disposal is lesser needs. than NT$50 million, the transaction shall be approved by the general manager; When the transaction amount is between NT$50 million to NT$100 million, the transaction shall be approved by the chairman of board of

	Article after Revision	Article before Revision	Reason for Revision
directors; When the transaction amount for acquisition and disposal exceeds NT$300 million, the transaction shall be approved by the board of directors. Provided, for acquisition and disposal of government bonds, financial bonds, and commercial paper, banker ’s acceptance, bonds or money market funds with repurchase or resale conditions, the transactions may be approved by the chief executive officer. 5.2.2 If the amount of the transaction reaches twenty (20) percent of the Company's paid-in capital or NT$300 million or more, the Company shall engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the competent authority (e.g. subscription of shares for setting up a company, domestic funds and overseas funds). …omitted		directors; When the transaction amount for acquisition and disposal exceeds NT$100million, the transaction shall be approved by the board of directors. Provided, for acquisition and disposal of government bonds, financial bonds, and commercial paper, banker ’s acceptance, bonds or money market funds with repurchase or resale conditions, the transactions may be approved by the chief executive officer. 5.2.2 If the amount of the transaction reaches twenty (20) percent of the Company's paid-in capital or NT$300 million or more, the Company shall engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price.If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (hereinafter “ARDF”). This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the competent authority (e.g. subscription of shares for setting up a company, domestic funds and overseas funds). …omitted
Article 6 …omitted 6.2 Operating procedures 6.2.4 The acquisition or disposal of real property, equipment, or right-of-use assets thereof that it should be approved by general manager if the amount is less thanNT$ 100 million; it should be approved by chairman if the amount is betweenNT$ 100 million toNT$300 million; it should be approved by board of directors if the amount is more than NT$ 300 million. 6.2.6.3 Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results		Article 6 …omitted 6.2 Operating procedures 6.2.4 The acquisition or disposal of real property, equipment, or right-of-use assets thereof that it should be approved by general manager if the amount is less thanNT$ 50million; it should be approved by chairman if the amount is betweenNT$ 50million toNT$100 million; it should be approved by board of directors if the amount is more than NT$ 100million. 6.2.6.3 Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results	To accommodate the law and the actual operational needs.

	Article after Revision			Article before Revision	Reason for Revision
	for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: …omitted		for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to perform the appraisalin accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDFand render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: …omitted
	Article 7 …omitted 7.2 Operating procedures 7.2.1 When the Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches twenty (20) percent or more of paid-in capital`；`or ten (10) percent or more of the Company's total assets`；`or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract and make a payment until the following matters have been approved by the audit committee and the board of directors: 7.2.1.8 The calculation of the transaction amounts referred to in this subsection (7.2.1) shall be made in accordance with Article 14, section 1, subsection 5 (14.1.5) herein. Items that have been approved bythe audit committee and the board of directors need not be counted toward the transaction amount. 7.2.1.9 With respect to the acquisition or disposal of business-use equipment between the Company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, except pursuant to Article 6, section 2, subsection 4 (6.2.4)		Article 7 …omitted 7.2 Operating procedures 7.2.1 When the Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches twenty (20) percent or more of paid-in capital`；`or ten (10) percent or more of the Company's total assets`；`or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract and make a payment until the following matters have been approved by the board of directorsand recognized by the supervisors: 7.2.1.8 The calculation of the transaction amounts referred to in this subsection (7.2.1) shall be made in accordance with Article 14, section 1, subsection 5 (14.1.5) herein. Items that have been approved by the board of directorsand recognized by the supervisors need not be counted toward the transaction amount. 7.2.1.9 With respect to the acquisition or disposal of business-use equipment between the Company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, except pursuant to Article 6, section 2, subsection 4 (6.2.4)		To accommodate the law.

	Article after Revision	Article before Revision	Reason for Revision
	and have the decisions subsequently submitted to and ratified by the latest board of directors meeting. 7.2.1.9.1 Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 7.2.1.9.2 Acquisition or disposal of real property right-of-use assets held for business use. Where the position of independent director has been created in accordance with the provisions of the law, when a matter is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. If the company or a subsidiary thereof that is not a domestic public company will have a transaction and the transaction amount will reach 10 percent or more of the company’s total assets, the company shall submit the materials in the subparagraph 1 of paragraph 2 to the shareholders meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not apply to transactions between the company or its subsidiaries or between its subsidiaries. The calculation of the transaction amount, which items have been approved by the shareholders meeting, the audit committee and the board of directors need not be counted toward the transaction amount. …omitted	and have the decisions subsequently submitted to and ratified by the latest board of directors meeting. 7.2.1.9.1 Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 7.2.1.9.2 Acquisition or disposal of real property right-of-use assets held for business use. …omitted

Article after Revision	Article before Revision	Reason for Revision
Article 8 `…`omitted 8.2 Operating procedures 8.2.2 The acquisition or disposal of intangible assets or right-of-use assets or memberships that it should be approved by general manager if the amount is less than NT$ 100 million; it should be approved by chairman if the amount is betweenNT$ 100 million toNT$300million; it should be approved by board of directors if the amount is more thanNT$ 300 million. 8.2.4 Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. …omitted	Article 8 …omitted 8.2 Operating procedures 8.2.2 The acquisition or disposal of intangible assets or right-of-use assets or memberships that it should be approved by general manager if the amount is less than NT$ 50million; it should be approved by chairman if the amount is betweenNT$ 50 million toNT$100million; it should be approved by board of directors if the amount is more thanNT$ 100million. 8.2.4 Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. …omitted	To accommodate the law and the actual operational needs.
Article 10 The Limited Investment Amount of the Company and its subsidiaries for non-operating Real Property, Right-of-Use Assets and Securities 10.1 The total investment amount of the Company and its subsidiaries for non-operating real property and right-of-use assets may not exceedfifty percent (50%) of the total amount of the Company’s net value together with the Company’s long liability term stated in the latest financial statements. …omitted	Article 10 The Limited Investment Amount of the Company and its subsidiaries for non-operating Real Property, Right-of-Use Assets and Securities 10.1 The total investment amount of the Company and its subsidiaries for non-operating real property and right-of-use assets may not exceedtwenty five percent (25%)of the total amount of the Company’s net value together with the Company’s long liability term stated in the latest financial statements. …omitted	To accommodate the actual operational needs.
Article 12 12.1 Assessment and working procedures 12.1.1 When conducting a merger, demerger, acquisition, or transfer of shares, the Company shall invite a CPA, attorney and securities underwriter to mutually schedule an estimated agenda for processing procedures subject to the law. Prior to convening the board of directors toresolve onthematter, the	Article 12 12.1 Assessment and working procedures 12.1.1 When conducting a merger, demerger, acquisition, or transfer of shares, the Company shall invite a CPA, attorney and securities underwriter to mutually schedule an estimated agenda for processing procedures subject to the law. Prior to convening the board of directors to resolve onthematter, the Company shallengage a	To accommodate the law.

		Article after Revision		Article before Revision	Reason for Revision
	Company shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. A CPA, attorney, or securities underwriter and counterparty shall not be a related party.However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital. …omitted			CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. A CPA, attorney, or securities underwriter and counterparty shall not be a related party. …omitted
	Article 14 Public Announcement and Regulatory Filing …omitted 14.1.3 Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on related land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million. 14.1.4 Where an asset transaction other than any of those referred to in the			Article 14 Public Announcement and Regulatory Filing …omitted 14.1.3 Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. 14.1.4 Where an asset transaction other than any of those referred to in the preceding three subsections (14.1.1~14.1.3), a disposal of receivables by a financial institution, or an investment in the mainland China area reaches twenty (20) percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 14.1.4.1 Trading of domestic government bonds. 14.1.4.2 Trading of bonds under repurchase / resale agreements, or subscription or repurchase of domestic money market funds issued by domestic securities investment trust enterprises. 14.1.4.3 Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related	To accommodate the law.

	Article after Revision		Article before Revision	Reason for Revision
	preceding three subsections (14.1.1~14.1.3), a disposal of receivables by a financial institution, or an investment in the mainland China area reaches twenty (20) percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 14.1.4.1 Trading of domestic government bondsor foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. 14.1.4.2 Trading of bonds under repurchase / resale agreements, or subscription or repurchase of domestic money market funds issued by domestic securities investment trust enterprises. …omitted		party, and the transaction amount reaches NT$500 million or more. 14.1.4.4 Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on related land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million. …omitted
	Article 16 …omitted The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 5, 2003 as the 2nd amendment. The Procedures were duly amended on June 13, 2007 as the 3rd amendment. The Procedures were duly amended on June 13, 2012 as the 4th amendment. The Procedures were duly amended on June 19, 2014 as the 5th amendment. The Procedures were duly amended on June 17, 2016 as the 6th amendment. The Procedures were duly amended on June 16, 2017 as the 7th amendment. The Procedures were duly amended on June 13, 2019 as the 8th amendment. The Procedures were duly amended on June 17, 2022 as the 9th amendment.		Article 16 …omitted The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 5, 2003 as the 2nd amendment. The Procedures were duly amended on June 13, 2007 as the 3rd amendment. The Procedures were duly amended on June 13, 2012 as the 4th amendment. The Procedures were duly amended on June 19, 2014 as the 5th amendment. The Procedures were duly amended on June 17, 2016 as the 6th amendment. The Procedures were duly amended on June 16, 2017 as the 7th amendment. The Procedures were duly amended on June 13, 2019 as the 8th amendment.	To add the date of revision.

Attachment 7

Altek Corporation Comparison Table for Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others

Reason for Article after Revision Article before Revision Revision Article 2: Article 2: To Extending loans scope and entities Extending loans scope and entities accommodate Under Article 15 of the Company Act, the Under Article 15 of the Company Act, the the law. Company shall not loan funds to any of the Company shall not loan funds to any of the shareholders or any other person without the shareholders or any other person without the approval of the board of directors except approval of the board of directors except under the following circumstances: an under the following circumstances: an inter-company or inter-firm business inter-company or inter-firm business transaction calls for a loan arrangement or a transaction calls for a loan arrangement or a short-term financing facility is necessary short-term financing facility is necessary (hereinafter “borrower”). The so-called (hereinafter “borrower”). The so-called “short-term” means one year or one “short-term” means one year or one operating cycle (whichever is longer). operating cycle (whichever is longer). The company loans funds to an inter-company or inter-firm for reasons of business transaction or short-term financing facility, shall be limited to the situation where the borrower needs those funds for operational purpose. Article 9: Article 9: To Operational procedures for granting Operational procedures for granting accommodate endorsements or guarantees to others endorsements or guarantees to others the law.

Operational procedures for granting endorsements or guarantees to others 1. The responsible unit should evaluate the necessity and reasonableness of the Company’s granting endorsements or guarantees; also, the credit status and risk assessment of the endorsement or guarantee entity, the impact on the Company’s business operations, financial condition, and shareholders’ equity , and whether collateral must be obtained and appraisal of the value thereof, in order to formulate an assessment report for the approval of the board of directors or by the authorized Chairman before having negotiable instruments sealed or issued. Before granting any endorsement or guarantee pursuant to Article 7, Paragraph 2, a subsidiary in which the Company holds, directly or indirectly, 90% or more of the voting shares shall submit the proposed endorsement or guarantee to the Company’s board of directors for a resolution, provided that this restriction shall not apply to endorsements or guarantees granted between companies in which the Company holds, directly or

Operational procedures for granting endorsements or guarantees to others 1. The responsible unit should evaluate the necessity and reasonableness of the Company’s granting endorsements or guarantees; also, the credit status and risk assessment of the endorsement or guarantee entity, the impact on the Company’s business operations, financial condition, and shareholders’ equity in order to formulate an assessment report for the approval of the board of directors or by the authorized Chairman before having negotiable instruments sealed or issued. Before granting any endorsement or guarantee pursuant to Article 7, Paragraph 2, a subsidiary in which the Company holds, directly or indirectly, 90% or more of the voting shares shall submit the proposed endorsement or guarantee to the Company’s board of directors for a resolution, provided that this restriction shall not apply to endorsements or guarantees granted between companies in which the Company holds, directly or indirectly, 100% of the voting shares. …omitted

	Article after Revision	Article before Revision	Reason for Revision
	indirectly, 100% of the voting shares. …omitted 5. Where the Company needs to exceed the limits set out in these Regulations for granting endorsements or guarantees to satisfy its business needs, and where the conditions set out in these Regulations for Endorsements or Guarantees to Others are complied with, the Company shall obtain approval from the board of directors and a half or more of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement or guarantee. The Company shall also amend these Regulations for Endorsements or Guarantees to Others accordingly and submit the same to the shareholders’ meeting for ratification after the fact. If the shareholders’ meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit.In addition, it shall take into full consideration the opinions of each independent director, independent director's opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors' meeting. …omitted	5. Where the Company needs to exceed the limits set out in these Regulations for granting endorsements or guarantees to satisfy its business needs, and where the conditions set out in these Regulations for Endorsements or Guarantees to Others are complied with, the Company shall obtain approval from the board of directors and a half or more of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement or guarantee. The Company shall also amend these Regulations for Endorsements or Guarantees to Others accordingly and submit the same to the shareholders’ meeting for ratification after the fact. If the shareholders’ meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit. …omitted
	Article 11: Enforcement The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 9, 2003 as the 2nd amendment. The Procedures were duly amended on June 14, 2006 as the 3rd amendment. The Procedures were duly amended on June 16, 2009 as the 4th amendment. The Procedures were duly amended on June 15, 2010 as the 5th amendment. The Procedures were duly amended on June 2, 2015 as the 6th amendment. The Procedures were duly amended on June 16, 2017 as the 7th amendment. The Procedures were duly amended on June 13, 2019 as the 8th amendment. The Procedures were duly amended on June 17, 2022 as the 9th amendment.	Article 11: Enforcement The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 9, 2003 as the 2nd amendment. The Procedures were duly amended on June 14, 2006 as the 3rd amendment. The Procedures were duly amended on June 16, 2009 as the 4th amendment. The Procedures were duly amended on June 15, 2010 as the 5th amendment. The Procedures were duly amended on June 2, 2015 as the 6th amendment. The Procedures were duly amended on June 16, 2017 as the 7th amendment. The Procedures were duly amended on June 13, 2019 as the 8th amendment.	To add the date of revision.

Attachment 8

Fund Raising Methods and Handling Principles of Private Placement

I.Amount of shares

It is proposed that the shareholders meeting to authorize the Board of Directors (“Board”), within the limit of 60,000,000 common shares, to raise funds through private placement based on the Company’s needs and market conditions. Afore-mentioned private placement includes single or combo instruments such as issuance of new common shares for cash in private placement ("Private Placement Common Shares") and/or issuance of overseas or domestic convertible bonds in private placement (“Private Placement CB”), and shall be executed by one or multiple run(s). For issuance of Private Placement CB, the number of common shares to be converted shall be calculated in accordance with the conversion price at the time of issuance and shall be no more than 60,000,000 shares.

II.Issuance of Private Placement Common Shares

1.Basis and rationality to determine the issue price:
(1) The reference price is set as the higher of the following two calculation methods: (a) the simple average closing price from either 1, 3 or 5 trading days prior to the pricing date; (b) the simple average closing price of 30 trading days prior to the pricing date, minus dividends adjustments, plus price discount due to capital reduction.
(2) The issue price shall be no less than 80% of the reference price. It is proposed to authorize the Board to determine the issue price based on the results of negotiation with specific investors and market conditions.
(3) The issue price of Private Placement Common Shares will be determined referring to the Company’s share prices and Directions for Public Companies Conducting Private Placements of Securities which has set a no-trading period of 3 years on private placement securities. Therefore, determination of the issue price should be considered reasonable.
2.The method of determining specific investors, objective, necessity and anticipated benefit:
The specific investors shall meet the qualifications regulated in Article 43-6 of the Securities and Exchange Act and are limited to strategic investors. Priority will be given to the individual or institutional investors who could benefit the Company's long development term and competitiveness. The Board is fully authorized to determine the specific investors. By leveraging the strategic investor’s capability and experience in technology, knowledge, business, finance or marketing channel, the Company could benefit from technology upgrades, product development, cost reduction, market expansion and ultimately to strengthen the Company’s competitiveness and to enhance its operational efficiency and long development term.
3.The necessity for issuance of Private Placement Common Shares： Considering the capital market’s effectiveness, feasibility and costs to raise capital, the benefits to maintain long-term relationship with strategic partners and the no-trading period of 3 years by such security issuance of private placement, the Company proposed to raise funds through private placement, rather than public offering.

The private placement will be executed by one or two run(s) according to the results of negotiation with specific investors and market conditions.

4.Use of proceeds and the anticipated benefit:

(1) Private placement with one run (adding issued Private Placement CB shall be no more than 60,000,000 shares in aggregate):
- The proceeds will be used to invest in digital imaging related equipment and technology, expanding market, enriching working capital, repaying borrowings and reinforcing financial structures. It is expected to complete the application of the funds within three years after the completion of the fundraising. The fundraising will strengthen the company's competitiveness, operating efficiency and boost shareholders’ equity.
(2) Private placement with two runs
- The first run: 10,000,000 ~ 50,000,000 shares (adding issued Private Placement CB shall be no more than 60,000,000 shares in aggregate)
  - The proceeds will be used to invest in digital imaging related equipment and technology, expanding market, enriching working capital, repaying borrowings and reinforcing financial structures. It is expected to complete the application of the funds within three years after the completion of the fundraising. The fundraising will strengthen the company's competitiveness, operating efficiency and boost shareholders’ equity.
- The second run: 10,000,000 ~ 50,000,000 shares (adding issued Private Placement Common Shares and issued Private Placement CB shall be no more than 60,000,000 shares in aggregate)
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- The proceeds will be used to invest in digital imaging related equipment and technology, expanding market, enriching working capital, repaying borrowings and reinforcing financial structures. It is expected to complete the application of the funds within three years after the completion of the fundraising. The fundraising will strengthen the company's competitiveness, operating efficiency and boost shareholders’ equity.
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5.The rights and obligations of Private Placement Common Shares are the same as the issued common shares except for the restriction on transfers specified in Article 43-8 of the Securities and Exchange Act.

III.Issuance of Private Placement CB

1.Duration ： No more than seven years.
2.Rate ： It is proposed to authorize the Board to decide the rate based on market conditions.
3.Par Value ： NTD 100,000 or its multiple times ； USD 10, 000 or its multiple times.
4.Basis and rationality to determine the issue price:
(1) The issue price of Private Placement CB shall not be lower than 80% of the theoretical price which is determined by a pricing model considering all options in the issuance terms.
(2) It is proposed to authorize the Board to determine the issue price based on the results of negotiation with specific investors and market conditions.
(3) The issue price of the Private Placement CB will be determined referring to the Company’s share prices and Directions for Public Companies Conducting Private Placements of Securities which has set a no-trading period of 3 years on private placement securities. Therefore, determination of the issue price should be considered reasonable.
5.The method of determining specific investors, objective, necessity and anticipated benefit:

The specific investors shall meet the qualifications regulated in Article 43-6 of the Securities and Exchange Act and are limited to strategic investors. Priority will be given to the individual or institutional investors who could benefit the Company's long development term and competitiveness. The Board is fully authorized to determine the specific investors. By leveraging the strategic investor’s capability and experience in technology, knowledge, business, finance or marketing channel, the Company could benefit from technology upgrades, product development, cost reduction, market expansion and ultimately to strengthen the Company’s competitiveness and to enhance its operational efficiency and long development term.

6.The necessity for issuance of Private Placement CB：
Considering the capital market’s effectiveness, feasibility and costs to raise capital, the benefits to maintain long-term relationship with strategic partners and the no-trading period of 3 years by such security issuance of private placement, the Company proposed to raise funds through private placement, rather than public offering.

The private placement will be executed by one or two run(s) according to the results of negotiation with specific investors and market conditions.

7.Use of proceeds and the anticipated benefits:
(1) Private placement with one run：(adding issued Private Placement Common Shares shall be no more than 60,000,000 shares in aggregate)
The proceeds will be used to invest in digital imaging related equipment and technology, expanding market, enriching working capital, repaying borrowings and reinforcing financial structures. It is expected to complete the application of the funds within three years after the completion of the fundraising. The fundraising will strengthen the company's competitiveness, operating efficiency and boost shareholders’ equity.
(2) Private placement with two runs
The first run: 10,000,000 ~ 50,000,000 shares (adding issued Private Placement Common Shares shall be no more than 60,000,000 shares in aggregate)
- The proceeds will be used to invest in digital imaging related equipment and technology, expanding market, enriching working capital, repaying borrowings and reinforcing financial structures. It is expected to complete the application of the funds within three years after the completion of the fundraising. The fundraising will strengthen the company's competitiveness, operating efficiency and boost shareholders’ equity.
The second run: 10,000,000 ~ 50,000,000 shares (adding issued Private Placement Common Shares and issued Private Placement CB shall be no more than 60,000,000 shares in aggregate)

The proceeds will be used to invest in digital imaging related equipment and technology, expanding market, enriching working capital, repaying borrowings and reinforcing financial structures. It is expected to complete the application of the funds within three years after the completion of the fundraising. The fundraising will strengthen the company's competitiveness, operating efficiency and boost shareholders’ equity.

8.The restriction on transfer of Private Placement CB complies with Article 43-8 of the Securities and Exchange Act.

Attachment 9

Altek Corporation

Regulations Governing the Grant of Restricted Stock Awards of 2022

1. Purpose

To attract and retain professional personnel, to motivate employees and enhance their centripetal force so as to jointly create the Company’s and shareholders’ interests, the Company hereby sets the Regulations Governing the Grant of Restricted Stock Awards (hereinafter referred to as the Regulations) pursuant to Article 267 of Company Act and relevant provisions prescribed under “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” (hereinafter referred to as “Offering and Issuance Regulations” promulgated by Financial Supervisory Commission.

Grant Period

The issuance shall be filed to the competent authority in multiple tranches within one (1) year from the date of the resolution of the Shareholders Meeting, and be granted in multiple tranches within one (1) year from the date when the application becomes effective. The Chairman is authorized by the Board of Directors to determine the actual grant date.

Qualifications and Conditions for the Awards
(1) Full-time employees of the company's domestic and foreign control or subordinate companies who are already employed on the date that such restricted shares are awarded shall be eligible to receive the RSA. The alleged control or subordinate company is in accordance with the definition of standard identification about Article 369-2 of Company Act.
(2) The number of granted shares shall be determined by seniority, position, performance, overall contribution, special contribution and other factors in management. The list and shares to be granted shall be reviewed by the Chairman and be approved by the Board. However, for employees who are managerial officers or Board members, the award of such shares shall obtain approval of the Compensation Committee.
(3) For each employee, the cumulative number of shares of employee stock warrants to be subscribed, plus the cumulative number of new restricted employee shares granted, may not exceed 0.3 percent of the Company’s total issued shares. And the above in combination with the cumulative number of shares of employee stock warrants to be subscribed, may not exceed 1 percent of the issuer’s total issued shares.
Total amounts (shares) of issuance

The number of shares issued under this plan shall not exceed 2,000,000 common shares with par value at NT10, for a total amount of NTD (the same hereinafter) 20,000,000.

Conditions of Issuance
(1) Issuance Price: The issuing price is gratuitous.
(2) Vested Conditions:

Employees continuously employing with the Company through the vesting dates to the following vested periods with the annual personal performance B+ or higher, no violation any work rules, will receive the vested shares as below: Within one month after the expiration of one year: 50% of shares acquired. Within one month after the expiration of two years: 50% of shares acquired.

(3) Type of shares to be issued: common shares.

(4) Handling of employee’s failure to meet the vested conditions
A. The Company shall redeem shares for free from employee failing to meet the vested conditions.
B. For employees voluntarily design, unemployed, laid-off and retired without being granted for vested shares, the Company shall buy back from employees for free.
C. Leave without pay: In case the employee leaves without pay on the vested day, the employee shall be deemed as nonconformance with vested conditions and the Company shall recover the restricted stock awards.
D. Transfer to affiliated company: In case the employee is approved by the Company for transfer to affiliated companies needed for company operation, the rights and obligations of non-vested restricted stock awards will not be affected but will still be processed by the regulations.
E. In case the employee could not continue the job due physical disability as a result of occupational accident, the non-vested Restricted Stock Awards shall be deed as conforming vested conditions annually by the period of vested conditions.
F. For employee death due to occupational accident or natural death without vested Restricted Stock Awards, the successor can be deemed as completing the vested condition by the annual period of vested conditions upon the death of employees. The successor by law will complete the law necessary procedures and provide relevant document of proof pursuant to the relevant clauses of Civil Code and the inheritance transfer related provisions of “Criteria Governing Handling of Stock Affairs by Public Stock Companies” after the occurrence of facts to acquire the shares by agreement.
G. Prior to the completion of vested conditions and if employees breach contract of item (7) of this Article, the Company shall buy back the stocks from employees for free.
(5) The Company shall cancel the redeemed restricted stock awards.
(6) Circumstances of nonconformance with previous restricted stock awards:
A. Employees may not sell, pledge, transfer, give to other people, collateralize or dispose in other modes with the restricted stock awards during the vested period.
B. In case the Company applies for capital reduction by cash and other capital reduction other than capital reduction by law during the vested period, Restricted Stock Awards shall be cancelled by pro rata of capital reduction. In case of capital reduction by cash, the cash must be returned given to the trust custodian and shall only be given to employees after meeting the vested conditions and period. Nonetheless in case the employees fail to meet the vested conditions upon the expiration, the Company shall recover the cash.
(7) Other matters of agreement:
A. Restricted Stock Awards should be immediately given to trust or custody after issuance and the trustee may not be returned by request through any reason or mean prior to the completion of vested conditions.
B. The company shall have full authority to process the contract on behalf of the employee and the trust custodian (including but not limited to) for the negotiation, signing, revision, extension, dissolution, termination, and given, utilization and disposal instructions.
C. Restricted Stock Awards are eligible to participate in stock dividend, dividends and stock options at cash capital increase during the vested period. The Company shall give stock dividend and dividends received during the vested period to employees for free.

Contract signing and confidentiality
(1) After verifying the total units, subscription price, principles of allocation and the list of receivers for the granting Restricted Stock Awards, the unit in charge shall notify the employees to sign the “Restricted Stock Awards Consent Form.” Employees without signing the consent by requirement shall be deemed as waiving the eligibility for being granted with Restricted Stock Awards.
(2) Employees shall comply with terms and conditions of confidentiality and not to disclose the relevant content of the proposal and personal rights and interest to others.
(3) Holders acquiring Restricted Stock Awards and the rights and interests derived via the Regulations shall comply with the Regulations and the provisions specified under “Restricted Stock Awards Consent Form.” Persons breaching contract will be disciplined according to the relevant regulations of the Company.
Other important matters
(1) After the Regulations have been approved by the Board of Directors, with two thirds directors attending the meeting and agreed by the majority of attending directors, the Regulations shall be submitted to the competent authority for approval. The same procedures shall apply to the revision before the Restricted Stock Awards are to be granted. In case a revision is requested by the competent authority, the Chairman is authorized to amend the Regulations and submit to the Board of Directors for ratification afterwards prior to the grant.
(2) The employees who not meet the vested conditions, the attendance, proposal, speaking, right to vote and other shareholder’s right related matters for the shareholder’s meeting shall all be exercised on behalf of the trust custodian.
(3) Any other matters not set forth herein shall be dealt with in accordance with the Applicable Laws and/or the Articles.

AI assistant

Altek AGM Information 2022

52290_rns_2022-06-30_06d57b5b-ec4b-49b7-b15e-7c507080492c.pdf

Altek Corporation 2022 Annual General Shareholders’ Meeting Minutes (Translation)

B.Chairman’s Address (omitted)

C.Reported Matters

D.Acknowledged Matters

E.Matters for Discussion

RESOLVED, that the above proposal be and hereby were accepted as submitted.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

2. The second inquiry from the SFIPC:

RESOLVED, that the above proposal be and hereby were accepted as submitted.

F.Extemporary Motions: None.

G.Adjournment: Meeting ended at 9:36 am.

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Regulations Governing the Grant of Restricted Stock Awards of 2022

1. Purpose

AI assistant

Altek — AGM Information 2022

52290_rns_2022-06-30_06d57b5b-ec4b-49b7-b15e-7c507080492c.pdf

Altek Corporation 2022 Annual General Shareholders’ Meeting Minutes (Translation)

B.Chairman’s Address (omitted)

C.Reported Matters

D.Acknowledged Matters

E.Matters for Discussion

RESOLVED, that the above proposal be and hereby were accepted as submitted.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

2. The second inquiry from the SFIPC:

RESOLVED, that the above proposal be and hereby were accepted as submitted.

F.Extemporary Motions: None.

G.Adjournment: Meeting ended at 9:36 am.

Altek Corporation

2021 Business Report

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Audit Committee’s Review Report

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Altek Corporation Comparison Table for Articles of Incorporation

Altek Corporation Comparison Table for Rules of Procedure for Shareholders’ Meeting

Altek Corporation Comparison Table for Procedures of the Acquisition or Disposal of Assets

Article 5

Altek Corporation Comparison Table for Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others

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Altek Corporation

Regulations Governing the Grant of Restricted Stock Awards of 2022

1. Purpose

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