Altek - AGM Information 2024 | FinancialReports.eu

Altek Corporation

The 2024 Annual General Shareholders’ Meeting Minutes (Translation)

Convening Methods: Physical shareholders’ meeting

Time and Date: 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)

Total outstanding shares (excluding 2,090,000 non-voting shares):276,710,025shares

Total shares represented by shareholders present in person or by proxy: 176,532,604 shares (including 31,377,966 shares casted electronically)

Percentage of shares held by shareholders present in person or by proxy: 63.79%

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

Directors: Alex Hsia (Chairman), MORI SHOREI (Independent Director and the Chairman of the Audit Committee), Michael Ding (Director), and Sophia Chen (Director). Four members of the Board of Directors are present, which is over half of the seven seats on the board.
Attendees: Tien-Yi Li, CPA of PricewaterhouseCoopers Taiwan and Jennifer Chen, Attorney of J.S. International Attorneys at Law.

Recorder: Steven Chen

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. 2023 Business Report.

Explanations: Please refer to Attachment 1 for the 2023 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 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.

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$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.
V. 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.

Shareholder Account Number 225788 Shareholder Speech Summary:

(1) What is the current status of the company's collaboration with Qualcomm and Solomon?
(2) How does the company's IR function operate?

Summary of Responses by the Chairperson and Designated Representatives:

(1) Qualcomm is a key supplier for our company. Over the past decade, we have consistently collaborated with Qualcomm, utilizing their chips to manufacture various products for our clients. Solomon is one of our many clients, and it is not appropriate for the company to disclose specific details about individual customer collaborations.
(2) The company will conduct an internal review of the IR operation process and make improvements to any inappropriate aspects to provide better services to all investors.

D.Acknowledged Matters

i. 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.
ii. Please refer to Attachment 1 for the business report and Attachment 3 for 2023 independent auditor’s report and financial statements.

(No shareholder speeches for this matter)

Resolution: The result is as follows:

176,532,604 shares were represented at the time of voting (including 31,377,966 shares casted electronically), Votes in favor: 163,810,697 votes (92.79% of total represented shares), Votes against: 16,720 votes (0.00% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 12,705,187 votes (7.19% of total represented shares).

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

ii. 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:

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.

(No shareholder speeches for this matter)

Resolution: The result is as follows:

176,532,604 shares were represented at the time of voting (including 31,377,966 shares casted electronically), Votes in favor: 164,131,754 votes (92.97% of total represented shares), Votes against: 22,694 votes (0.01% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 12,378,156 votes (7.01% of total represented shares).

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

E.Discussion Matters

I. 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 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.

Procedure

Chairperson: Attorney Jennifer Chen please provide additional explanation. Attorney Jennifer Chen:

Additional explanation for the reply from Altek Corp in response to the letter dated March 19, 2024 from Shareholder Account No. 14291 - Securities and Futures Investors Protection Center (hereinafter referred to as SFIPC) is described in the following details and recorded on the meeting minutes in the interest of shareholders protection:
It was resolved at the Board of Directors meeting held on March 11, 2024, that the investment in related advanced technology, replenishing operating capital, paying off loans, strengthening the financial structure, and introducing strategic investors aim to increase funding needs for enhancing the company’s sustainable

development and competitiveness, meanwhile in consideration of the timeliness of fundraising, it was proposed to the 2024 Shareholders’ meeting and resolved to a private placement, in addition to announcing such information on the Market Observation Post System website by regulations. After the Shareholders Meeting adopts the proposal, the private placement will be organized accordingly depending on the market environment and the company funding. If no private placement is held, it will still be reported on the Shareholder’s Meeting next year.

The matters listed for Explanation 2 in the letter issued by SFIPC are described below:
(1)The criteria for this private placement of domestic or overseas convertible corporate bonds, such as the specific coupon rate of bonds: If the proposed private placement has been resolved by the Shareholders’ Meeting for adoption, it will still be processed according to the market environment and the company’s funding. Hence, it will be proposed at the Shareholder’s Meeting to authorize the Board of Directors with formulation depending on the market status.
(2)Evaluation on the purpose of private placement and the influence on right of management and shareholders’ equity: According to the evaluation of resolution for this private placement reviewed by the Board of Directors meeting held on March 11, 2024, the private placement issues no more than 60,000 thousand shares and even after the full issuance (including conversion), the total number of issuance accounts for approximately 17.71 % of the capital after fundraising, and does not affect the right to management. Additionally, this proposed private placement falls within the aforementioned limit and has been reserved for two separate private placements. This flexibility of the separate private placement not only can increase the opportunity for introducing different strategic investors but also disperse the respective placement shares for the objectives of this private placement, which will lower the possibility of changes in the right to management due to private placement, and thereby assure the Company’s shareholder’s equity.

(No shareholder speeches for this matter)

Resolution:The result is as follows:

176,532,604 shares were represented at the time of voting (including 31,377,966 shares casted electronically), Votes in favor: 151,821,689 votes (86.00% of total represented shares), Votes against: 12,333,176 votes (6.98% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 12,377,739 votes (7.01% of total represented shares).

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

II. 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 two (2) 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:
- 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.
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.
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$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.
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, 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 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.

(No shareholder speeches for this matter)

Resolution:The result is as follows:

176,532,604 shares were represented at the time of voting (including 31,377,966 shares casted electronically), Votes in favor: 160,400,221 votes (90.86% of total represented shares), Votes against: 3,662,539 votes (2.07% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 12,469,844 votes (7.06% 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 9:34 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

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

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

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.
(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)
```
- 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:

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 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.

(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 2024

52290_rns_2024-07-02_6016fe9a-e040-48d0-bd47-ed819ddc0c20.pdf

Altek Corporation

B.Chairman’s Address (omitted)

C.Reported Matters

D.Acknowledged Matters

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

E.Discussion Matters

Procedure

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

F.Extemporary Motions: None.

G.Adjournment: Meeting ended at 9:34 am.

Altek Corporation

2023 Business Report

Altek Corporation

Audit Committee’s Review Report

Altek Corporation

Fund Raising Methods and Handling Principles of Private Placement

Altek Corporation

Regulations Governing the Grant of Restricted Stock Awards of 2024

AI assistant

Altek — AGM Information 2024

52290_rns_2024-07-02_6016fe9a-e040-48d0-bd47-ed819ddc0c20.pdf

Altek Corporation

B.Chairman’s Address (omitted)

C.Reported Matters

D.Acknowledged Matters

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

E.Discussion Matters

Procedure

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

F.Extemporary Motions: None.

G.Adjournment: Meeting ended at 9:34 am.

Altek Corporation

2023 Business Report

Altek Corporation

Audit Committee’s Review Report

Altek Corporation

Fund Raising Methods and Handling Principles of Private Placement

Altek Corporation

Regulations Governing the Grant of Restricted Stock Awards of 2024

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Altek AGM Information 2024