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Altek — AGM Information 2024
Jul 2, 2024
52290_rns_2024-07-02_028c55e4-7b2c-485f-bc05-6f2dbda68cc8.pdf
AGM Information
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Stock Code: 3059
Altek Corporation
Handbook for 2024 Annual General Shareholders’ Meeting (Translation)
Convening Methods: Physical shareholders’ meeting Date : June 13, 2024 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.
Table of Contents
| 1. Meeting Procedures…………………………………….....….……………. | 1 |
|---|---|
| 2. Meeting Agenda.……………………………………..……..……………... | 2 |
| Reported Matters………….………………………………...……..……..... | 3 |
| Acknowledged Matters………………………………………………..….. | 5 |
| Matters for Discussion................ .……………………................................ | 6 |
| Extemporary Motions……….…………………..………………...………. | 8 |
| 3. Attachment | |
| I. 2023 Business Report…….…………………………..……...….………. | 9 |
| II. Audit Committee’s Review Report…………………………………….. | 10 |
| III. 2023 Independent Auditor’s Report and Financial Statements……….. | 11 |
| IV. Fund Raising Methods and Handling Principles of Private Placement.. | 35 |
| V. Regulations Governing the Grant of Restricted Stock Awards of 2024... | 38 |
| 4. Appendix | |
| I. Articles of Incorporation…….……………….…………………………. | 41 |
| II. Rules of Procedure for Shareholders’ Meeting……………………..….. | 46 |
| III. Shareholdings of Directors……………………………......................... | 50 |
Altek Corporation
The 2024 Annual General Shareholders’ Meeting Procedures
I. Call Meeting to Order
II. Chairman’s Address
III. Reported Matters
IV. Acknowledged Matters
V. Matters for Discussion
VI. Extemporary Motions
VII. Adjournment
1
Altek Corporation
The 2024 Annual General Shareholders’ Meeting Agenda
Convening Methods: Physical shareholders’ meeting
Time : June 13, 2024 (Thursday) 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) 2023 Business Report.
-
(2) Audit Committee's review report.
-
(3) To report the distribution of 2023 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 2023 private placement.
-
IV. Acknowledged Matters
-
(1) To accept 2023 Business Report and Financial Statements.
-
(2) To accept Distribution of 2023 Surplus Earnings.
-
V. Matters for Discussion
-
(1) To issue common shares, domestic or overseas convertible bonds by way of cash in private placement.
-
(2) To issue Restricted Stock Awards.
-
VI. Extemporary Motions
VII. Adjournment
2
Reported Matters
Proposal 1: 2023 Business Report.
Explanations: Please refer to Attachment 1 (Page 8) for the 2023 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 2023 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$76,140,109 as employees’ bonus, and equivalent to NT$25,380,036 as director’s bonus. The aforementioned amounts are the same as the amounts estimated in 2023 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$193,697,018. 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 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.
3
- Proposal 5: To report the issuance of common shares, domestic or overseas convertible bonds by way of cash in private placement of 2023 private placement.
Explanations:
-
I.The Annual General Shareholders’ Meeting held on June 21, 2023 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.Pursuant to the resolutions adopted at the previous shareholders' meeting, the Board of Directors of the Company is authorized to handle cash increases in ordinary shares, domestic or overseas private placements of convertible bonds based on market conditions or operational needs. However, the Company has not issued any of the aforementioned cash increases in ordinary shares, private placements of domestic or overseas convertible bonds, and the private placement case expired on June 20, 2024. The Company, in its 5th meeting of the 10th Board held on May 3, 2024, has resolved not to continue processing such private placement securities within the remaining period.
4
Acknowledged Matters
Proposal 1: To accept 2023 Business Report and Financial Statements. (Proposed by the Board of Directors)
Explanations:
-
I.The Company’s 2023 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 4[th] board meeting of the 10[th] term of Board of Directors as well as reviewed by the Audit Committee,and a report has been offered.
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II.Please refer to Attachment 1 (Page 8) for the business report and Attachment 3 (Page 10~34) for 2023 independent auditor’s report and financial statements.
Resolutions:
Proposal 2: To accept Distribution of 2023 Surplus Earnings. (Proposed by the Board of
Directors)
Explanations: The Company plans to distribute the 2023 earnings in accordance with the Company Act and the Company’s Articles of Incorporation as follows:
| Unit: NTD | ||
|---|---|---|
| Item | Amount | |
| Unappropriated earnings – beginning Add: The 2023 net income Add: The actuarial benefits of the current defined benefit plan Less: Adjustment to undistributed earning due to investments under the equity method 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 |
2,305,647,219 350,987,857 486,454 (72,206,787) (27,926,752) (108,904,298) |
|
| 2,448,083,693 | ||
(193,697,018) 0 |
||
| 2,254,386,675 | ||
| Note 1:The cash dividend per share for the aforementioned shareholder is computed in accordance with the 276,710,025 shares entitled to the dividend distribution as of March 1, 2024. 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 2023 and the insufficient amount, if any, is to be replenished with the earnings of previous years according to the last-in-first-out principle. |
Chairman: Managerial officer: Accounting in charge:
Resolutions:
5
Matters for Discussion
- 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.
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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 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:
-
1.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
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the date of the resolution of the Shareholders Meeting, and be granted in multiple tranches within two (2) year from the date when the application becomes effective.
-
2.Conditions of Issuance
-
(1)Issuance Price: Issuance of new bonus shares, the issuing price is NTD 0. (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 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.
-
3.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. Employees who are not managerial officers or Board members, the award of such shares shall obtain approval of the Audit 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.
-
4.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.
-
5.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$35.25 of February 15, 2024 is NTD 70,500,000. The estimated amortized expense from 2024 to 2026 is NTD22,031,000, NTD38,188,000, and NTD10,281,000 respectively, under the assumption of issuance at the end of August 2024. 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.
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6.Dilution of the Company's EPS and other factors affecting shareholder’s equity The maximum dilution of the Company’s EPS from 2024 to 2026 is NTD 0.08, 0.14,
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and 0.04, 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 5 (Page 38~40) for the Regulations Governing the Grant of Restricted Stock Awards of 2024.
-
IV.If some revision or adjustment has to be made, after the proposal has been adopted by the 2024 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.
Resolutions:
Extemporary Motions
Adjournment
8
Attachment 1
Altek Corporation
2023 Business Report
In 2023, amidst global economic and geopolitical turbulence and the resultant reorganization and redistribution demands of global supply chains, the technology industry faced unprecedented pressures. Altek swiftly responded to the uncertainties brought by economic and geopolitical challenges by establishing a third-party production base in Malaysia, enhancing our competitiveness and business expansion capabilities in the global market. Additionally, amidst the surge of AI (Artificial Intelligence) technology, Altek continues to progress. As the world transitions from the era of PCs and smartphones to the AIoT (Artificial Intelligence of Things) technology era, we find ourselves amidst a new technological revolution, presenting new opportunities and challenges.
In terms of operational performance, the consolidated revenue for 2023 decreased to NT$9.1 billion compared to the previous year. However, the consolidated gross profit margin increased to 27%, with a post-tax net profit reaching NT$350,988 thousand, and an earnings per share of NT$1.27. This reflects Altek's relentless efforts in product research and development and quality enhancement amidst the rapidly changing business environment, creating higher transformational value. The Malaysia plant established in 2023 has injected new momentum into the Group's production lines, optimizing flexible manufacturing capabilities, and enhancing our adaptability to global market changes, laying a solid foundation for sustained development.
‧ Adhering to the group vision of "Better Vision Better Life", Altek persists in continuously innovating core image processing technologies. Starting from the digital camera era, we have now become a leading provider of AI smart imaging solutions. The rise of AIoT also indicates strong market demand. At Altek, we leverage our globally leading AI image processing technology, extensively applied in consumer and enterprise robotics, automotive lens systems, AI smart surveillance cameras, wearable display devices, and medical smart imaging fields, showcasing our firmness and achievements in strategic diversification. These product applications not only demonstrate our profound strength in AI image processing technology but also represent our commitment and responsibility to driving technological innovation, meeting market demands, and continuously surpassing ourselves.
Looking ahead, Altek continues to focus on our core competency — AI image processing technology, combined with applications in four major areas: "robotics, smart automotive, AI imaging, and medical equipment." Our goal is to maintain continuous innovation in core technology and innovative application development, ensuring our leading position in rapidly developing fields. We will also invest in AI visual image core technology and system integration capabilities to consolidate our business development and gain trust and affirmation from global customers and strategic partners.
Altek is committed to sustainable business operations, gradually establishing a comprehensive sustainable development strategy by enhancing the company's visibility in environmental, social, and governance (ESG) aspects. We will set short-, medium-, and long-term indicators and objectives for various sustainable issues and implement specific action plans. By regularly reviewing the effectiveness of implementation, we will steadfastly fulfill our commitment to sustainable development. The management team will uphold sound corporate governance, continuously making decisions that align with the best interests of the company, ensuring sustained and stable returns for shareholders. We extend our gratitude to all shareholders for their long-term continuous support and affirmation, and we look forward to advancing hand in hand with you in Altek's future journey.
Chairman Alex Hsia
9
Attachment 2
Altek Corporation
Audit Committee’s Review Report
To: The 2024 Annual General Shareholders’ Meeting
The Board of Directors has prepared the Company’s 2023 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 11, 2024
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Attachment 3
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Attachment 4
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.
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(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:
35
-
(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)
- 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.
-
-
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:
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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.
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Attachment 5
Altek Corporation
Regulations Governing the Grant of Restricted Stock Awards of 2024
- 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 two (2) 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. Employees who are not managerial officers or Board members, the award of such shares shall obtain approval of the Audit 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.
38
-
(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
39
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.
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Appendix 1
Altek Corporation Articles of Incorporation
Chapter I General Provisions
- Article 1: The Company is duly organized under the Company Act of the Republic of China as a company limited by Shares and is named Altek Corporation in English ( hereinafter “the Company”).
Article 2: The scope of business of the Company shall be as follows:
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CC01080 Electronics parts and components manufacturing business.
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CF01011 Medical Materials and Equipment Manufacturing.
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F108031 Wholesale of Drugs, Medical Goods.
-
F208031 Retail sale of Medical Equipment.
-
F401010 International trade business.
-
F401021 Restricted telecommunication radio frequency equipment material import business.
-
A. Researching, developing, designing, producing, manufacturing, and selling the following products:
-
(1) Digital Imaging-Related Product.
-
(2) Digital medical imaging related products.
-
(3) Insulin injection pump system.
-
(4) Glucose machine with smart medical function.
-
(5) Endoscopic system.
-
-
B. Conducting import and export trade relating to the Company’s business.
-
-
Article 3: The head office of the Company is located in Science-Based Industrial Park, Hsinchu, Taiwan and shall be free to set up branch offices wherever and whenever the Company deems it necessary upon the resolution of board of directors as well as the approval of competent authorities.
Chapter II Shares
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Article 4: The total capital amount of the Company is authorized at five billion New Taiwan dollars (NT$5,000,000,000), which consists of five hundred million (500,000,000) common shares with a par value of ten New Taiwan dollars (NT$10) per share. The shares can be issued in installments. The board of directors may resolve to issue the shares which have never been issued when needed.
-
The total capital amount mentioned in the preceding paragraph shall reserve three hundred million New Taiwan dollars (NT$300,000,000) separated into thirty million (30,000,000) shares with a par value of ten New Taiwan dollars (NT$10) per share. The reserved shares shall be used for issuing share subscription warrant in installments upon the resolution of the board of directors.
-
Article 4-1: Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive shares bought back by the Company.
-
Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive share subscription warrant issued by the Company.
Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive new shares issued by the Company. Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive restricted stock awards issued by the Company.
41
-
Article 5: The Company may reinvest in other enterprises as deemed necessary for its business operations, and its total reinvestment in other enterprises shall not be subject to the restriction of not more than forty percent (40%) of the Company’s paid-in capital prescribed in Article 13 of the Company Act.
-
Article 6: The share certificates of the Company shall without exception be in registered form and affixed with the signatures or personal seals of the director representing the company. Also, the share certificates shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance. Shares issued by the Company may not be in certificate form but shall be placed under the custody of a centralized securities custody enterprise.
-
Article 7: The Company’s stock affairs shall be handled in accordance with “the Regulations Governing the Administration of Shareholder Services of Public Companies”.
-
Article 8: All entries in the shareholders register due to share transfers shall be suspended when it is sixty (60) days prior to the regular shareholders’ meeting as well as thirty (30) days prior to the special shareholders’ meeting or five (5) days prior to the target date fixed for distributing dividends, bonus or any other benefits.
Chapter III Shareholders’ Meeting
-
Article 9: The shareholders’ meetings of the Company shall be of the following two kinds:
-
Regular shareholders’ meeting shall be held once per year within six (6) months from the closure of the fiscal year.
-
Special shareholders’ meetings may be held in accordance with applicable laws and regulations whenever necessary.
-
Article 9-1: When the company's shareholders' 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 10: The chairman of the board of directors shall preside the shareholders’ meetings. In case the chairman of the board of directors is on leave or absent or cannot exercise his/her power and authority for any cause, the designation of his/her duties shall be handled in accordance with Article 208 of the Company Act.
-
Article 11: A notice for convening a regular shareholders’ meeting shall be given thirty (30) days before the meeting. A notice for convening a special shareholders’ meeting shall be given fifteen (15) days prior to the meeting. The notice shall specify the date, the place and the subject(s) of the meeting.
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Article 12: For any shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by using the proxy form issued by the Company and specifying the scope of proxy when he/she is absent for any cause. Shareholders attended by proxy shall be subject to the Company Act and also to “the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” issued by the competent authority.
-
Article 13: Each shareholder is entitled to one voting power in respect of each share in his/her/its possession.
-
Article 14: Unless otherwise provided by the Company Act, a resolution of the shareholders’ meeting shall be adopted by a majority votes of the shareholders present, who
42
represent a majority of the total issued shares.
Chapter IV Directors, Audit Committee and Managerial Officers
-
Article 15: The Company shall have seven (7) to nine (9) directors and to be elected by the shareholders’ meeting from among candidates with disposing capacity. The term of office is three (3) years and they may continue in office if re-elected.
-
Among the above-mentioned number of directors, the Company shall have not less than three (3) in number and not less than one-fifth of the total number of directors as independent directors.
The directors of the Company shall be elected by the shareholders under the candidate nomination system. The election of independent and non-independent directors shall be held together but the votes shall be calculated separately.
The Company shall establish an Audit Committee according to Article 14-4of Securities and Exchange Act. The Audit Committee shall be composed of the entire number of Independent Directors.
The aggregate shareholding percentages of the entire bodies of directors and supervisors shall comply with “the Rules and Review Procedure for Director and Supervisor Share Ownership Rate at Public Companies” by the securities supervisory authorities.
-
Article 16: The board of directors is organized by the directors and shall have the following authorities:
-
To submit operation plan.
-
To propose surplus earnings distribution or loss make-up plans
-
To propose increase or decrease of the capital amount.
-
To enact major articles of incorporation and rules for the organization of the Company.
-
To appoint and dismiss the managerial officers of the Company.
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To establish and terminate the branch offices,
-
To determine the budget and review the final accounts.
-
Other authorities granted by the resolution of the shareholders’ meetings or in accordance with the Company Act.
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Article 17: The chairman of the board of directors shall be elected by a majority of directors in attendance at the meeting attended by at least two-third of the directors. The chairman of the board of directors shall represent the Company externally.
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Article 18: Unless otherwise provided by the Company Act, meetings of the board of directors shall be called and chaired by its Chairman. In the case of emergency, the meeting may be convened at any time. The meeting notice of the board of directors shall specify the reasons for convening the meeting, and shall be sent in writing by email or by facsimile. Unless otherwise provided by the Company Act., the resolutions of the board of directors shall be adopted by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the Company.
-
Article 19: Chairman of the board of directors is the president of the board of directors. If the chairman of the board of directors is on leave or cannot exercise his/her powers or perform duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Act.
-
The director shall attend the meeting of the board of directors in person. Whereas a director is unable to attend the meeting in person, he/she may issue a power of attorney for the given meeting specifying the scope of the authorized powers to authorize another director to attend the meeting on the director's behalf, provided that a director may represent only one other director at a meeting of the board of directors.
43
-
Article 20: The organization, authority, meeting procedures and other related matters of the Company’s Audit Committee shall follow the laws and competent authority of securities’ regulations.
-
Article 21: The board of the directors is authorized to determine the remuneration for the directors, taking account into the extent of his/her participation and contribution to the Company and with reference to the normal standard of the industry regardless of profit or loss of the Company. The Company may pay the traffic allowance to the directors with reference to the normal standard of the industry and purchase the liability insurance for the directors.
-
Article 22: The Company may have managerial officers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter V Accounting
-
Article 23: The Company's fiscal year shall commence on January 1st of each year and ends on December 31st of the same year. The final accounts are settled at the end of each fiscal year.
-
Article 24: At the end of each fiscal year, the board of directors of the Company shall prepare the following documents, which shall be submitted to the Audit Committee for auditing thirty (30) days prior to the regular shareholders’ meeting pursuant to Article 228 of the Company Act. The Audit Committee shall submit the auditing report to the shareholders' meeting for approval. However, the Securities and Exchange Act or other laws shall be followed if they have regulated in some other ways.
-
Business report;
-
Financial statement;
-
Surplus earnings distribution or loss make-up proposal
-
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 five 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. Profit of the current year mentioned in section one shall mean pre-tax benefit of the current year before deducting the employees’ compensation and the directors’ compensation. The distribution of the employees’ compensation and the directors’ compensation shall be resolved by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors.
-
Article 26: If the Company has earnings after the annual final accounts, after paying profit-seeking enterprise income tax as well as making up losses of the previous years, the Company shall first set aside ten percent (10%) of said earnings as legal reserve. We are such legal reserve amounts to the total authorized capital, this provision shall not apply. Thereafter, the Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations. Any balance of the earnings together with the previous earnings which has not been distributed shall be distributed in accordance with the board of director’s proposal. The Company may, resolved by the shareholders meeting, have the surplus profit distributed in the form of new shares the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by
44
two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
-
Article 26-1: The distributable legal reserve and capital reserve in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
-
Article 27: The amount of dividend distributed shall be based on the annual earnings and the cumulative surplus in the previous years of the Company as well as taking into consideration of the Company’ earnings, capital structure and the future operational demand. The distribution of the dividend shall, depending on the factors of the capital demand and the dilution effect of earnings per share, adopt the policy of distributing stock dividends with cash dividends at the same time. As for the ratio of cash dividend distribution, it shall be not less than twenty percent (20%) of the total dividend distribution of the year.
-
Article 28: Profit appropriation is distributed to those who are entitled as shareholders in the shareholders' roster five (5) days prior to the record (base) date scheduled to distribute dividends and bonuses.
Chapter VI Supplementary Provisions
-
Article 29: The Company may act as a guarantor externally as required for business in accordance with the government’s regulation.
-
Article 30: The Company’s organizational regulations and operational rules shall be separately enacted.
-
Article 31: Any matters insufficiently provided for in the Articles of Incorporation shall be handled in accordance with the Company Act.
-
Article 32: With the consent of the promotes in the promoters’ meeting, the Articles of Incorporations were duly stipulated on December 20, 1996. The Articles were duly amended on December 26, 1996 as the 1st amendment. The Articles were duly amended on January 21, 1997 as the 2nd amendment. The Articles were duly amended on February 10, 1997 as the 3rd amendment. The Articles were duly amended on March 14, 1997 as the 4th amendment. The Articles were duly amended on June 13, 1997 as the 5th amendment. The Articles were duly amended on January 29, 2000 as the 6th amendment. The Articles were duly amended on June 1, 2000 as the 7th amendment. The Articles were duly amended on May 11, 2001 as the 8th amendment. The Articles were duly amended on December 13, 2001as the 9th amendment. The Articles were duly amended on May 27, 2002 as the 10th amendment. The Articles were duly amended on June 9, 2003 as the 11th amendment. The Articles were duly amended on June 11, 2004 as the 12th amendment. The Articles were duly amended on June 14, 2005 as the 13th amendment. The Articles were duly amended on June 13, 2007 as the 14th amendment. The Articles were duly amended on June 16, 2009 as the 15th amendment. The Articles were duly amended on June 15, 2010 as the 16th amendment. The Articles were duly amended on June 13, 2012 as the 17th amendment. The Articles were duly amended on June 17, 2016 as the 18th amendment. The Articles were duly amended on June 16, 2017 as the 19th amendment. The Articles were duly amended on June 13, 2019 as the 20th amendment. The Articles were duly amended on June 12, 2020 as the 21th amendment. The Articles were duly amended on June 17, 2022 as the 22th amendment.
45
Appendix 2
Altek Corporation
Rules of Procedure for Shareholders' Meeting
-
Article 1: Unless otherwise provided for under the applicable law, the shareholders' meetings of Altek Corporation ( hereinafter “the Company”) shall be conducted according to the Company’s Rules of Procedures for Shareholders’ Meeting ( hereinafter “these Regulations”).
-
Article 1-1: Unless otherwise provided by law or regulation, the Company's shareholders’ meetings shall be convened by the board of directors. Election or dismissal of directors, amendments to the articles of incorporation, capital reduction, application for suspension of public offering, director's competition license, capital increase from surplus, capital increase from public reserve, the dissolution, merger, or spin-off, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extemporary motion.
-
The convening of the shareholders’ meeting has stated the full re-election of directors and their assumed office. After the re-election of the shareholders' meeting, the same meeting shall not change its appointment date by temporary motion or other means.
-
Article 2: Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
-
The Corporation may appoint retained attorneys or certified public accountants or relevant personnel to attend a shareholders’ meeting.
-
Article 3: Unless otherwise specified in the Company Act, the chair shall call the meeting to order at the appointed meeting time when the shareholders in attendance have represented a majority of the total number of issued shares. However, when the shareholders in attendance do not represent a majority of the total number of issued shares, the chair may announce the postponement of the meeting time. If the quorum is not met after two postponements and the shareholders in attendance represent one third or more of the total number of issued shares, a tentative resolution may be approved pursuant to Article 175 of the Company Act:Shareholders present represent one-third or more of the total number of issued shares, a tentative resolution may be passed by a majority of those present. When the number of shares represented by the shareholders in attendance reaches the statutory number, the chair may call the meeting to order and resubmit the tentative resolution for ratification from the congress.
-
Article 4: The agenda of a shareholders' meeting shall be prepared by the Board of Directors. The meeting proceedings shall follow the order set in the agenda. After the meeting is concluded, shareholders may not separately elect a chair and resume the meeting at the original or another venue, except in the case of closure announced by the chairperson in violation of these Regulations. Then a new chairperson may be elected with a majority vote of the attending shareholders to continue the meeting.
46
-
Article 5: The Company shall record the process of the shareholders' meeting in an uninterrupted audio or video type and keep the recording for at least one year.
-
Article 6: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
-
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
-
Article 7: Each shareholder’s speech may not exceed five minutes, but may be extended for three minutes with the permission of the chairman. However, if the shareholders' speeches violate the regulations or exceed the scope of the topic, the chairman may stop them from speaking. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
Each shareholder may not speak more than twice on the same proposal. When a corporate shareholder appoints two or more representatives to attend the shareholders' meeting, only one person may speak on the same proposal. After attending shareholders' speeches, the chairman may reply in person or designate relevant personnel.
-
Article 8: When a proposal is under discussion, the chair may at an appropriate time declare the closure of the discussion and when necessary, the chair may also suspend the discussion and call for a vote.
-
Article 9: A shareholder shall be entitled to vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
-
When the Company holds a shareholders’ meeting, the shareholders shall exercise voting rights by electronic transmission and may exercise voting rights in writing. When voting rights are exercised in writing or by electronic transmission means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder 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.
-
A shareholder intending to exercise voting rights in writing or by electronic transmission means under the preceding paragraph shall deliver a written declaration of intent to the Company before 2 days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
-
After a shareholder has exercised voting rights in writing or by electronic transmission means, in the event the shareholder intends to attend the shareholders’ meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised in writing or by electronic transmission means shall prevail. When a
47
shareholder has exercised voting rights both in writing or by electronic transmission means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
-
Article 10: If a shareholder authorizes a proxy to attend the shareholders' meeting, with the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
-
Article 11: Except for special resolutions as specified in the Company Act that shall comply with the provisions therein, passage of a vote on a proposal shall proceed in the order set by the agenda and require the consent of a majority of the voting rights of shareholders in attendance.
-
Article 12: When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected and no further voting shall be required.
-
Shareholder(s) may propose to the Company a proposal for discussion pursuant to Article 172-1 of the Company Act. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. When shareholders' proposal is the same type of proposals proposed by the Board of Directors, these proposals shall be presented together and paragraph 1 of article 12 shall apply mutatis mutandis to the condition herein. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation will not be listed in the agenda or in the minutes of the meeting. But the Board of Directors shall note the reason of exclusion in the handbook for the annual shareholders’ meeting.
The chair shall appoint scrutineers and ballot counters for votes on proposals; however, the scrutineers shall be shareholders.
- Article 13: While a meeting is in progress, the chair may consider the time schedule and announce a break. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
-
Article 13-1: Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
-
The chair may direct the proctors or security personnel to help maintain order
48
at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
-
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
-
Article 14: Unsettled matters in these Regulations shall be conducted in accordance with the Company Act and the Articles of Incorporation of the Company.
-
Article 15: These Regulations and any amendments hereto shall be implemented after being passed by a shareholders’ meeting.
-
The first amendment was made on May 27, 2002.
-
The second amendment was made on June 14, 2006.
-
The third amendment was made on June 12, 2020.
-
The fourth amendment was made on June 17, 2022.
49
Appendix 3
Altek Corporation
Shareholding of Directors
Book closure date: April 15, 2024
| Book closure date:April 15,2024 | Book closure date:April 15,2024 | ||
|---|---|---|---|
| Position | Name | Shareholding | |
| Shares | Shareholding ratio (%) (Note 1) |
||
| Chairman | Alex Hsia | 1,457,934 | 0.52 |
| Director | Michael Ding* | 14,830,100 | 5.32 |
| Director | Belle Liang* | ||
| Director | Sophia Chen | 1,000 | 0.00 |
| Independent Director |
MORI SHOREI | 0 | 0.00 |
| Independent Director |
FEI LIU | 0 | 0.00 |
| Independent Director |
Daphne Wang | 0 | 0.00 |
| Total | 16,289,034 | 5.84 |
- The representative of Yitsang International Limited Company.
Note 1: Total issued shares as of April 15, 2024 are 278,800,025 shares.
- Note 2 : As of April 15, 2024 the total shareholdings of all Directors are 16,289,034 shares which
excess the limitations required by law.
- Note 3: The Company has set up an Audit Committee, so limitations on supervisors’ holdings are not applicable.
50