Altek - AGM Information 2023 | FinancialReports.eu

Stock Code: 3059

Altek Corporation

Handbook for 2023 Annual General Shareholders’ Meeting (Translation)

Convening Methods: Physical shareholders’ meeting Date : June 21, 2023 at 9 a.m.

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

‐‐‐‐‐‐Disclaimer‐‐‐‐

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

1. Meeting Procedures…………………………………….....….…………….	1
2. Meeting Agenda.……………………………………..……..……………...	2
Reported Matters………….………………………………...……..…….....	3
Acknowledged Matters………………………………………………..…..	4
Discussion and Election Matters .……………………................................	5
Extemporary Motions……….…………………..………………...……….	7
3. Attachment
I. 2022 Business Report…….…………………………..……...….……….	8
II. Audit Committee’s Review Report……………………………………..	9
III. 2022 Independent Auditor’s Report and Financial Statements………..	10
IV. Fund Raising Methods and Handling Principles of Private Placement..	35
V. To release the restriction on directors of the 10thterm board of directors
from participation in competitive business……………………………...	38
4. Appendix
I. Articles of Incorporation…….……………….………………………….	39
II. Rules of Procedure for Shareholders’ Meeting……………………..…..	44
III. Procedures of Election of Directors……………………………………	48
IV. Shareholdings of Directors…………………………….........................	51

Altek Corporation

The 2023 Annual General Shareholders’ Meeting Procedures

I. Call Meeting to Order

II. Chairman’s Address

III. Reported Matters

IV. Acknowledged Matters

V. Discussion and Election Matters

VI. Extemporary Motions

VII. Adjournment

Altek Corporation

The 2023 Annual General Shareholders’ Meeting Agenda

Convening Methods: Physical shareholders’ meeting

Time : June 21, 2023 (Wednesday) at 9:00 am

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

(ASIP Affairs ROOM203)

Agenda :

I. Call Meeting to Order (Announcing the shareholding of the attendees)
II. Chairman’s Address
III. Reported Matters
(1) 2022 Business Report.
(2) Audit Committee's review report.
(3) To report the distribution of 2022 compensation of employees and directors.
(4) To report the cash dividend distribution.
(5) To report the issuance of common shares, domestic or overseas convertible bonds by way of cash in private placement of 2022 private placement.
IV. Acknowledged Matters
(1) 2022 Business Report and Financial Statements.
(2) Distribution of 2022 Surplus Earnings.
V. Discussion and Election Matters
(1) To issue common shares, domestic or overseas convertible bonds by way of cash in private placement.
(2) To elect 7 Directors (including 3 Independent Directors).
(3) Proposal of Release the Prohibition on Directors from Participation in Competitive Business.
VI. Extemporary Motions

VII. Adjournment

Reported Matters

Proposal 1: 2022 Business Report.

Explanations: Please refer to Attachment 1 (Page 8) for the 2022 Business Report.

Proposal 2: Audit Committee's review report.

Explanations: Please refer to Attachment 2 (Page 9) for the Audit Committee's review report.

Proposal 3: To report the distribution of 2022 compensation of employees and directors.

Explanations:

According to Article 25 of the Company’s Articles of Incorporation, the Company shall appropriate the annual earnings, equivalent to NT$89,797,922 as employees’ bonus, and equivalent to NT$29,932,640 as director’s bonus. The aforementioned amounts are the same as the amounts estimated in 2022 and will all be paid in cash.

Proposal 4: 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$276,728,025. Each common share will be entitled to receive a cash dividend of NT$1 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 and other relevant matters. 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.
Proposal 5: To report the issuance of common shares, domestic or overseas convertible bonds by way of cash in private placement of 2022 private placement.

Explanations:

I.The Annual General Shareholders’ Meeting held on June 17, 2022 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 not yet been executed and it has expired on June 16, 2023. On May 9,2023, the Board of Directors has resolved to cease the Fund Raising during the remaining period.

Acknowledged Matters

Proposal 1: 2022 Business Report and Financial Statements. (Proposed by the Board of Directors)

Explanations:

I.The Company’s 2022 financial statements (including consolidated financial statement) were audited by CPA Hsieh, Chih -Cheng and CPA Chiang, Tsai-Yen of PricewaterhouseCoopers Taiwan which were presented and resolved along with the business report in the 13[th] board meeting of the 9[th] term of Board of Directors as well as reviewed by the Audit Committee,and a report has been offered.
II.Please refer to Attachment 1 (Page 8) for the business report and Attachment 3 (Page 10~34) for 2022 independent auditor’s report and financial statements.

Resolutions:

Proposal 2: Distribution of 2022 Surplus Earnings. (Proposed by the Board of Directors)

Explanations: The Company plans to distribute the 2022 earnings in accordance with the Company Act and the Company’s Articles of Incorporation as follows:

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Unit: NTD
Item Amount
Unappropriated earnings – beginning 1,929,871,718
Add: The 2022 net income 456,742,392
Add: The actuarial benefits of the current defined benefit plan 165,096
Add: Reversal on Special reserve 259,420,387
Less: Adjustment to undistributed earning due to investments under (20,148,445)
the equity method
Less: 10% legal reserve (43,675,904)
Current earnings available for distribution 2,582,375,244
Distribution:
Cash dividend (NT$ 1 per share) (276,728,025)
Stock dividend 0
Unappropriated earnings - ending 2,305,647,219
Note 1:The cash dividend per share for the aforementioned shareholder is computed in
accordance with the 276,728,025 shares entitled to the dividend distribution as of
February 6, 2023. 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 2022 and the
insufficient amount, if any, is to be replenished with the earnings of previous
years according to the last-in-first-out principle.
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Chairman: Managerial officer: Accounting in charge:

Resolutions:

Discussion and Election Matters

Proposal 1: 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 4 (Page 35~37) 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.

Resolutions:

Proposal 2: To elect 7 Directors (including 3 Independent Directors). (Proposed by the Board of Directors)

Explanations:

I. The 9[th] term of the Board of Directors of the Company will be expired on June 11, 2023, and the 10[th] term of Board of Directors will be elected by the annual shareholders’ meeting to accordance with Articles 195 of the Company Law. The 9[th] term of the Directors shall be extended until the time have been elected and assumed their office the 10[th] term of Board of Directors. (which is 21[h] June, 2023).

II. The Company has set up the Audit Committee in accordance with the Securities and Exchange Act, which shall be organized by all three Independent Directors.

III. The Company shall has seven to nine Directors elected for a term of three years who shall be elected at the shareholders’ meeting from among the persons with disposing capacity, and may be eligible for re-flection according to Article 15 Of Article of Incorporation of the Company. Among the above-mentioned number of directors, the Company shall have not less than three in number and not less than one fifth of the total number of directors as independent directors. In accordance with the resolution of the 13[th ] meeting of the Company’s 9[th] term of Board of Directors, the Company proposes to elect seven new directors of the 10[th] term of Board of Directors(including three Independent Directors).They take office immediately after a shareholders’ meeting on Jun 21,2023.The tenure of the directors of the 10[th ] tern of Board of Directors shall be three years, from June 21, 2023 to June 20, 2026.

IV. The election of directors shall adopt candidate nomination system. The nominated candidates has been examined and approved by the 14[th] meeting of the 9[th] term of Board of Directors. The information related to their education, experience, and shareholding is as follows:

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Shareholding as
Title Name Education Experience
of April 23, 2023
M.A. of Electronics
Director Alex Hsia Vice President of Microtek Co. 1,457,934 shares
Engineering, UCS
President of Gold Jasper
Bachelor of Rutgers University Management Co., Ltd.、Investment
Director Sophia Chen of New Jersey Assistant Vice President of CDIB 0 share
Capital Group 、 US CPA
Independent Director of Ablerex
Electronics Co., Ltd 、
Director Michael Ding * [Ph.D. in Economics ,Indiana ] University, Bloomington , USA President of IBF Financial Holdings Co., Ltd. 、
Chairman of IBF Securities Co.,
14,630,100 shares
Ltd.
MBA of Finance, National Special Assistant to Chairman of
Director Belle Liang
Taiwan University THSR Corporation
Researcher of Faculty of
Independent MORI
Engineering Director of Fuji Film Corp. Japan 0 share
Director SHOREI
The University of Tokyo
Independent Juris Doctor, University of
FEI LIU Attorney , Law office of Fei liu 0 share
Director Wyoming USA
M.A. of Business
Independent Assistant Vice President of CDIB
Daphne Wang Administration, 0 shares
Director Capital Group
University of Pittsburgh, USA
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The representative of Yitsang International Limited Company.

V. This election will be implemented in accordance with the Procedures for Election of Directors. Please refer to Appendix 3 (Page 48~50).

Voting results:

Proposal 3: Proposal of Release the Prohibition on Directors from Participation in Competitive Business. (Proposed by the Board of Directors) Explanations:

I. According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company’s business shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

II. As shareholders or companies invest or operate same or similar business scope of the Company, according to Article 209 of the Company Act, programmed to submit to a shareholders’ meeting for approval of lifting restrictions of non-compete prohibition of new directors and representatives, and submit to lift main operational content of concurrently serving as duties of other company. The scope of aforementioned non-competition restrictions to be released is detailed in ~~A~~ ttachment 5 (Page 38) Resolutions:

Extemporary Motions

Adjournment

Attachment 1

Altek Corporation

2022 Business Report

In 2022, more than three years after the outbreak of coronavirus (COVID-19), and the restructuring and diversion of the global supply chain in the post-epidemic era, Altek Corporationhas continued to maintain its competitive advantage in the industry by focusing more on its core image processing technologies and continuing to innovate with its product diversification strategy in automotive lenses, robots, 5G, AI, metaverse, and medical smart imaging applications, bringing new growth momentum after the transformation. Altek Corporation's operations have become more resilient and competitive due to the efforts of its management team and employees in expanding its global customer base and gaining the trust of its strategic partners.

Altek Corporation's operating results in 2022 benefited from the effective product transformation which led to operational growth. The consolidated revenues were NT$14 billion, an increase of 54.4% over the prior year, with a gross margin of 21% and net income of NT$456,742 thousand, an increase of 103.2%. Earnings per share were NT$1.67. Altek Corporation has been able to continuously strive for self-improvement and growth, devote itself to product development and quality improvement, create more efficient and effective transformation value, and share this prosperous business result with its shareholders despite the ever-changing business environment.

In recent years, with the group slogan "Better Vision Better Life," Altek Corporation has been committed to developing the world's leading core technologies for visual imaging and gradually expanding its application from the digital camera field to become a world leading of intelligent imaging solutions. In response to the future diversification of our business, we are actively developing automobile camera system, AI imaging, robots, and applications for medical imaging. In the domain of medical biotechnology products, we have understood the trend of products in the post-epidemic trend and have expanded from high-end blood glucose meters to various single-use endoscopic medical devices, which have been supplied in mass production in order to seize the market share.

In the future, Altek Corporation will strengthen its investment in the four product categories of "intelligent vehicle system, medical device, robotics, and AI imaging" while preserving its core IC design business and increasing its global expansion. We will continue to invest in core AI imaging technologies and system integration capabilities, as well as maintain continuous innovation in cutting-edge technologies and innovative application research; we will strive for sustainable corporate management, increase our environment, social, and governance (ESG) visibility, and establish a comprehensive sustainable development strategy over time. We shall set up short-, medium- and long-term targets and goals, implement specific action plans, and routinely evaluate the efficacy of implementation to fulfill our commitment to sustainable development. The management team will continue to respect solid corporate governance, make choices that are in the best interest of the company, and provide shareholders with steady and sustainable returns. Again, we would like to thank our shareholders for their continuous support and recognition of Altek Corporation and extend our deepest gratitude.

Chairman & CEO

Alex Hsia

Attachment 2

Altek Corporation

Audit Committee’s Review Report

To: The 2023 Annual General Shareholders’ Meeting

The Board of Directors has prepared the Company’s 2022 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, 2023

Attachment 3

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