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Altek — AGM Information 2025
Aug 8, 2025
52290_rns_2025-08-08_1ba3a67a-03d6-4bca-9b5c-6b9243c395d4.pdf
AGM Information
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Altek Corporation
The 2025 Annual General Shareholders’ Meeting Minutes (Translation)
Convening Methods: Physical shareholders’ meeting
Time and Date: June 19, 2025 (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 100,000 non-voting shares): 305,647,025 shares
Total shares represented by shareholders present in person or by proxy: 198,875,889 shares (including 35,341,656 shares casted electronically)
Percentage of shares held by shareholders present in person or by proxy: 65.06%
Chairman: Alex Hsia, the Chairman of the Board of Directors
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Directors: Alex Hsia (Chairman), MORI SHOREI (Independent Director and the Chairman of the Audit Committee), Sophia Chen (Director), and Belle Liang (Director). Four members of the Board of Directors are present, which is over half of the seven seats on the board.
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Attendees: Tsai-Yen Chiang, 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. 2024 Business Report.
Explanations: Please refer to Attachment 1 for the 2024 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 2024 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$63,389,837 as employees’ bonus, and equivalent to NT$21,129,945 as director’s bonus. The aforementioned amounts are the same as the amounts estimated in 2024 and will all be paid in cash.
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- IV. To report the cash dividend distribution.
Explanations:
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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.
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ii. Cash dividends to common shareholders: Totaling NT$305,647,025. Each common share will be entitled to receive a cash dividend of NT$1 per share. The cash dividend less than NT$1 for the odd shares will be booked as other income of the Company.
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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.
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V. To report the issuance of common shares, domestic or overseas convertible bonds by way of cash in private placement of 2024 private placement.
Explanations:
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i. The Annual General Shareholders’ Meeting held on June 13, 2024 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.
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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 12, 2025. The Company, in its 11[th] meeting of the 10[th] Board held on May 8, 2025, has resolved not to continue processing such private placement securities within the remaining period.
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VI. To report the implementation of share repurchase.
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Explanations:
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i. Implementation of share repurchase as below:
| Batch Order | The 11thBatch |
|---|---|
| Purpose of the share repurchase | To transfer to employees |
| Type of shares to be repurchased | common shares |
| Ceiling on total monetary amount of the share repurchase |
NTD$ 6,594,507,702 |
| Scheduled period for the repurchase | 2025/04/09-2025/06/08 |
| No.of shares to be repurchased | 8,000,000 shares |
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| Repurchase price range | NT$ 23 to NT$ 29 per share |
|---|---|
| Types and quantities of repurchased shares | 100,000 shares |
| Amount of repurchased shares | NTD$ 2,847,433 |
| Percentage of repurchased shares relative to the planned repurchase quantity (%) |
1.25% |
- ii. Attach the 11th Rules on Transfer Repurchased Shares to Employees. Please refer to Attachment 3.
Proceedings of the Meeting:
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No shareholder comments were made regarding the report items.
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Shareholders were requested to acknowledge the report items above.
D.Acknowledged Matters
- I. To accept 2024 Business Report and Financial Statements. (Proposed by the Board of Directors)
Explanations:
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i. The Company’s 2024 financial statements (including consolidated financial statement) were audited by CPA Chiang, Tsai-Yen and CPA Hsieh, Chih -Cheng of PricewaterhouseCoopers Taiwan which were presented and resolved along with the business report in the 9[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 for the business report and Attachment 4 for 2024 independent auditor’s report and financial statements.
Proceedings of the Meeting: No shareholder speeches for this matter.
Resolution: The result is as follows:
191,084,839 shares were represented at the time of voting (including 35,341,656 shares casted electronically), Votes in favor: 175,088,297 votes (91.62% of total represented shares), Votes against: 61,775 votes (0.03% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 15,934,767 votes (8.33% of total represented shares).
RESOLVED, that the above proposal be and hereby were accepted as submitted.
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- II. To accept Distribution of 2024 Surplus Earnings. (Proposed by the Board of Directors)
Explanations: The Company plans to distribute the 2024 earnings in accordance with the Company Act and the Company’s Articles of Incorporation as follows:
Unit: NTD
| Unit: NTD | ||
|---|---|---|
| Item | Amount | |
| Unappropriated earnings – beginning Add: The 2024 net income Add: The actuarial benefits of the current defined benefit plan Less: 10% legal reserve Add: Reversal on Special reserve Current earnings available for distribution Distribution: Cash dividend (NT$ 1 per share) Stock dividend Unappropriated earnings - ending |
2,254,386,675 318,004,885 7,618,246 (32,562,313) 441,690,111 |
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| 2,989,137,604 | ||
(305,647,025) 0 |
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| 2,683,490,579 | ||
| Note 1:The cash dividend per share for the aforementioned shareholder is computed in accordance with the 305,647,025 shares entitled to the dividend distribution as of April 25, 2025. 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 2024 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:
Proceedings of the Meeting: No shareholder speeches for this matter.
Resolution: The result is as follows:
191,084,839 shares were represented at the time of voting (including 35,341,656 shares casted electronically), Votes in favor: 175,385,716 votes (91.78% of total represented shares), Votes against: 80,513 votes (0.04% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 15,618,610 votes (8.17% of total represented shares).
RESOLVED, that the above proposal be and hereby were accepted as submitted.
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E.Matters for Discussion
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I. To amend the Articles of Incorporation. (Proposed by the Board of Directors) Explanations:
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i. To comply with the amendment of the laws and regulations of the competent authority and to accommodate the Company’s actual operational needs, it is proposed to amend the Articles of Incorporation.
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ii. Please refer to Attachment 5 for the Comparison Table for Articles of Incorporation.
Proceedings of the Meeting: No shareholder speeches for this matter.
Resolution: The result is as follows:
191,084,839 shares were represented at the time of voting (including 35,341,656 shares casted electronically), Votes in favor: 175,392,901 votes (91.78% of total represented shares), Votes against: 62,168 votes (0.03% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 15,629,770 votes (8.17% of total represented shares).
RESOLVED, that the above proposal be and hereby were accepted as submitted.
- II. To issue common shares, domestic or overseas convertible bonds by way of cash in private placement. (Proposed by the Board of Directors)
Explanations:
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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 6 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
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based on the Company’s needs, market conditions, relevant laws and regulations, instruction by competent authority.
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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.
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iv. For matters not mentioned herein, the Board of Directors shall be authorized to process fully by relevant laws and regulations.
Proceedings of the Meeting: No shareholder speeches for this matter. Chairperson: Attorney Jennifer Chen please provide additional explanation. Attorney Jennifer Chen:
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Additional explanation for the reply from Altek Corp in response to the letter dated April 14, 2025 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:
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It was resolved at the Board of Directors meeting held on March 14, 2025, 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 2025 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.
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The matters listed for Explanation 2 in the letter issued by SFIPC are described below:
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(1)The funds raised through the Company's 2024 cash capital increase by issuing common shares were intended for repaying bank loans. As of the first quarter of 2025, the actual cumulative amount utilized was NT$723,600,000, with an actual cumulative implementation progress of 100.00%, which is in line with the original fund utilization schedule. The assessment opinion for the first quarter of 2025 has been issued by KGI Securities Co., Ltd.
The necessity and rationality of the private placement for fundraising:
- A. Considering the timeliness and convenience of fundraising, cost of issuance, and needs for introducing strategic investors, the private placement will further ensure the long-term cooperation between the Company and strategic investors as private equity securities are prohibited from free transfer within three years. Therefore, the Company raises funds through private placement to add flexibility to funding. The funds raised through private placement will supplement working capital, repay borrowings, and strengthen the Company’s financial structure, which is expected to facilitate business expansion, speed up technological developments, and reduce procurement costs. The Company expects to become more competitive and deliver better operating results, which is of positive benefit to its stable operations and shareholders’ equity. As a result, it is necessary to raise funds in the form of a private placement.
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B. The purpose of the private placement is to invest in digital imaging equipment and technology, expand the market, supplement working capital, repay borrowings, and strengthen the financial structure. With the funds raised in the form of a private placement, the Company expects to become more competitive and deliver better operating results, which is of positive benefit to its shareholders’ equity. On March 14, 2025, the Board of Directors resolved to set the subscription price of common shares in the private placement and the issuance price of privately placed convertible bonds based on the Company’s stock price and theoretical price, in accordance with the “Directions for Public Companies Conducting Private Placements of Securities,” and considering that private equity securities are prohibited from transfer within three years. Therefore, the price should be reasonable.
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(2)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.
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(3)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 14, 2025, 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 16.4% 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 conducting the placements in separate tranches. 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.
Resolution: The result is as follows:
- 191,084,839 shares were represented at the time of voting (including 35,341,656 shares casted electronically), Votes in favor: 168,608,041 votes (88.23% of total represented shares), Votes against: 6,536,402 votes (3.42% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 15,940,396 votes (8.34% of total represented shares).
RESOLVED, that the above proposal be and hereby were accepted as submitted.
- III. 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”).
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ii. Principal terms and conditions:
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Total amounts(shares) of issuance
The number of shares issued under this plan shall not exceed 3,500,000 common shares with par value at NTD10, for a total amount of NTD 35,000,000. 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.
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Conditions of Issuance
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(1) Issuance Price: Issuance of new bonus shares, the issuing price is NTD 0.
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(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:
after the expiration of half a year: 25% of shares acquired. after the expiration of one year: 25% of shares acquired. after the expiration of one and a half years: 25% of shares acquired. after the expiration of two years: 25% of shares acquired.
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(3) Type of shares to be issued: common shares.
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(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.
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Qualification criteria for employees and number of shares granted
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(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 actual number of new shares allocated to employees and the number of new restricted employee shares are entitled to receive will be determined based on factors such as seniority, job level, performance evaluation, overall contribution, special achievements, or other management-related criteria. 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.
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(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.
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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.
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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$41.7 of March 13, 2025 is NTD 145,950,000. The estimated amortized expense from 2025 to 2027 is NTD63,346,000, NTD69,935,000, and NTD12,669,000 respectively, under the assumption of issuance at the end of August 2025. 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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Dilution of the Company's EPS and other factors affecting shareholder’s equity The maximum dilution of the Company’s EPS from 2025 to 2027 is NTD 0.21, 0.23, and 0.04, respectively. The influence on the Company’s EPS is limited, hence there’s no material impact on the shareholder’s equity.
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iii. Please refer to Attachment 7 for the Regulations Governing the Grant of Restricted Stock Awards of 2025.
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iv. If some revision or adjustment has to be made, after the proposal has been adopted by the 2025 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.
Proceedings of the Meeting: No shareholder speeches for this matter.
Resolution: The result is as follows:
191,084,839 shares were represented at the time of voting (including 35,341,656 shares casted electronically), Votes in favor: 172,174,579 votes (90.10% of total represented shares), Votes against: 2,959,366 votes (1.54% of total represented shares), Votes invalid: 0 vote (0.00% of total represented shares), Votes abstained: 15,950,894 votes (8.34% 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 9:37 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.
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Attachment 1
Altek Corporation
2024 Business Report
In 2024, amidst global economic and geopolitical turbulence and the resultant reorganization and redistribution demands of global supply chains, the technology industry faced unprecedented pressures. Altek actively addressed the changes in the global market by establishing a production base in Malaysia, strengthening the resilience of its global supply chain, and enhancing production flexibility and business expansion capabilities. At the same time, facing the rapid development of AI technology, Altek continued to deepen its AIoT (Artificial Intelligence of Things) and AI Vision solutions, accelerating the innovative development of robotics and unmanned equipment applications, and embracing the opportunities and challenges brought by technological changes.
In terms of operational performance, the consolidated revenue for 2024 decreased to NT$7.2 billion compared to the previous year. However, thanks to product structure optimization and cost control, the consolidated gross profit margin increased to 29%, with a post-tax net profit reaching NT$318,005 thousand, and an earnings per share of NT$1.15. This performance reflects Altek 's resilience in facing market fluctuations, demonstrating the effectiveness of its strategy to focus on high-value-added products through continuous investment in product research and development and quality improvement. Furthermore, the official commissioning of the new factory in Malaysia further enhanced manufacturing flexibility and global supply capacity, laying a solid foundation for future growth.
Altek upholds the corporate vision of "Better Vision, Better Life," and with its core technology in AI Vision (Artificial Intelligence Vision), it continues to drive industry applications in robotics, industrial automation, smart logistics, and medical imaging. Altek has successfully transitioned from digital camera manufacturing to a global leader in AI Vision solutions. With the rapid development of AI, the market's demand for high-precision AI image processing and edge computing technologies continues to rise. Looking ahead to 2025, Altek will further deepen the application of AI imaging technology in smart warehousing logistics, smart manufacturing, unmanned equipment, and precision healthcare. Through the resilience of the supply chain and strategic partnerships with global partners, we will ensure stable production capacity and enhance market responsiveness. We will continue to promote technological innovation to meet market demands and constantly challenge ourselves to maintain a leading position in a rapidly changing industry environment.
Looking forward, Altek will continue to focus on AI image processing technology, with a strong emphasis on four core application areas: robotics, unmanned equipment, AI imaging, and precision healthcare. We will increase investment in core Vision AI technology and system integration capabilities, strengthen AI chips, edge computing, and smart sensing technologies, ensuring we maintain our leadership position in a fast-changing market environment. Additionally, we will deepen cooperation with global customers and strategic partners to drive more competitive AI image solutions.
Altek is committed to sustainable business practices by focusing on corporate sustainability (ESG). We strengthen the three pillars of Environment (E), Social (S), and Governance (G), setting short-, medium-, and long-term sustainability goals, and implementing action plans to enhance corporate social responsibility and global competitiveness. The management team will uphold sound corporate governance and continue to make decisions that align with the best interests of the company, delivering sustained and stable returns for shareholders. We thank all shareholders for their long-term support and recognition, and look forward to progressing together with you in the future journey of Altek.
Chairman : Alex Hsia Managerial officer : Vincent Kao Accounting in charge : Peggy Hsu
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Attachment 2
Altek Corporation
Audit Committee’s Review Report
To: The 2025 Annual General Shareholders’ Meeting
The Board of Directors has prepared the Company’s 2024 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 14, 2025
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Attachment 3
The 11th Rules on Transfer Repurchased Shares to Employees
Set on April 8, 2025
Article 1
For the purpose to encourage our employees and to build cohesion among the employees, the Company hereby, pursuant to Article 28-2, Paragraph 1, Subparagraph 1 of the “Securities and Exchange Act” and the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” issued by Financial Supervisory Commission R.O.C., establishes the 10th“Plan of Share Repurchase and Transferring to the Employees”(the “Plan”). Except otherwise provided in relevant laws or regulations, all share repurchase and transfer to the employees of the Company shall be implemented in compliance with the Plan.
Article 2
Type of transfer of shares, content of rights and restrictions on rights
The shares to be transferred to the employees are ordinary shares. Except as otherwise provided in relevant laws or regulations or in this Plan, the rights and obligations embedded thereon are the same with other ordinary shares of the Company.
Article 3
Transfer period
The repurchased shares can be transferred to employees in one time or several times, such subscription day(s) shall be set within 5 years from the date of share-repurchase.
Article 4
Transferee’s eligibility
Any full-time employee of the Company and its subsidiaries who has served on the subscription record date and approved by the Chairman is eligible for subscription in accordance with Article 5 of the plan.
Article 5
The procedure of transfer
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The company considers factors such as employee job level, years of service, performance evaluation, and special contributions to the company when establishing the allocation criteria. The number of shares eligible for subscription by employees will be determined, taking into account the total number of repurchased shares held by the company at the time of the subscription benchmark, as well as the maximum number of shares an individual employee may subscribe to. The proposed number of shares for employee subscription will be submitted to the Chairman for approval.
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Employees with managerial or directorial roles must obtain approval from the Compensation and Remuneration Committee before being submitted to the Board of Directors for resolution. For employees who do not hold managerial or directorial positions, approval must first be obtained from the Audit Committee before being submitted to the Board of Directors for resolution.
Article 6
The procedure of the Plan
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(1) In accordance with the resolution of the Board to make the announcement and the filings and repurchase the shares of the Company within the execution period.
(2) The Board authorizes the Chairman in accordance with the Plan to announce and approve the number of shares transferred in each phase, the employees’ subscription record date, the standard of the number of shares to be subscribed, the payment period of the subscription, the content of rights, the conditions of restrictions, and etc.
(3)If the employee fails to subscribe and make the payment at the expiration of the payment period, it shall be deemed as a waiver.
(4) Count the actual number of shares being paid for subscription and process the registration of the transfer of shares.
Article 7
The agreed transfer price per share
For the repurchase shares being transferred to the employees, the transfer price is the average repurchase price of the repurchased shares.
However, before the transfer, if the Company's outstanding common shares increase or decrease, it may be adjusted according to the increase or decrease ratio of the issued shares.
Transfer price adjustment formula: Adjusted transfer price = Average repurchase price of shares repurchased x (Total number of outstanding common shares at the time of filing the repurchase of shares / Total number of outstanding common shares before the transfer of the repurchase shares to the employees)
Article 8
Rights and obligations of shares after transfer
After the repurchased shares have been transferred and registered under employees’names, unless otherwise specified, the rights and obligations associated with the shares are the same as the other common shares.
Article 9
Other related rights and obligations of the Company and employee
The taxes and fees incurred in association with the Plan shall be handled in accordance with the regulations currently in effect and the relevant procedures of the Company.
The Company may reserve the right to adjust the Plan in according to the regulation amended. The employees who subscribe the repurchased shares shall undertake the obligation of confidentiality.
Article 10
This Plan shall take effect and be amended after being affirmatively resolved by the Board.
Article 11
The enactment and any amendment of the Plan shall be reported to the shareholders meeting.
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Attachment 4
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Attachment 5
Altek Corporation Comparison Table for Articles of Incorporation
Reason for Article after Revision Article before Revision Revision Article 25: Article 25: To accommodate The Company shall distribute Five percent The Company shall distribute ten percent the law. (5%) to twenty percent (20%) of profit of (10%) to twenty percent (20%) of profit of the current year as employees’ the current year as employees’ compensation compensation, at least 15% of the amount and not higher than five percent (5%) of should be allocated as the grassroots profit of the current year as the directors’ employees’ compensation, and not higher compensation. However, the company's than five percent (5%) of profit of the accumulated losses shall have been covered. current year as the directors’ compensation. Employees’ compensation may be However, the company's accumulated losses distributed in the form of shares or in cash. shall have been covered. Employees’ The employees of parents of the Company compensation may be distributed in the form meeting certain specific requirements or the of shares or in cash. The employees of Company’s subsidiaries which the Company parents of the Company meeting certain owns more than fifty percent (50%) of the specific requirements or the Company’s shares may be entitled to receive the subsidiaries which the Company owns more employees’ compensation. than fifty percent (50%) of the shares may …omitted be entitled to receive the employees’ compensation. …omitted
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Reason for Article after Revision Article before Revision Revision Article 32: Article 32: To add the date of With the consent of the promotes in the With the consent of the promotes in the revision. promoters’ meeting, the Articles of promoters’ meeting, the Articles of Incorporations were duly stipulated on Incorporations were duly stipulated on December 20, 1996. December 20, 1996. The Articles were duly amended on The Articles were duly amended on December 26, 1996 as the 1st amendment. December 26, 1996 as the 1st amendment. The Articles were duly amended on January The Articles were duly amended on January 21, 1997 as the 2nd amendment. 21, 1997 as the 2nd amendment. The Articles were duly amended on The Articles were duly amended on February 10, 1997 as the 3rd amendment. February 10, 1997 as the 3rd amendment. The Articles were duly amended on March The Articles were duly amended on March 14, 1997 as the 4th amendment. 14, 1997 as the 4th amendment. The Articles were duly amended on June 13, The Articles were duly amended on June 13, 1997 as the 5th amendment. 1997 as the 5th amendment. The Articles were duly amended on January The Articles were duly amended on January 29, 2000 as the 6th amendment. 29, 2000 as the 6th amendment. The Articles were duly amended on June 1, The Articles were duly amended on June 1, 2000 as the 7th amendment. 2000 as the 7th amendment. The Articles were duly amended on May 11, The Articles were duly amended on May 11, 2001 as the 8th amendment. 2001 as the 8th amendment. The Articles were duly amended on The Articles were duly amended on December 13, 2001as the 9th amendment. December 13, 2001as the 9th amendment. The Articles were duly amended on May 27, The Articles were duly amended on May 27, 2002 as the 10th amendment. 2002 as the 10th amendment. The Articles were duly amended on June 9, The Articles were duly amended on June 9, 2003 as the 11th amendment. 2003 as the 11th amendment. The Articles were duly amended on June 11, The Articles were duly amended on June 11, 2004 as the 12th amendment. 2004 as the 12th amendment. The Articles were duly amended on June 14, The Articles were duly amended on June 14, 2005 as the 13th amendment. 2005 as the 13th amendment. The Articles were duly amended on June 13, The Articles were duly amended on June 13, 2007 as the 14th amendment. 2007 as the 14th amendment. The Articles were duly amended on June 16, The Articles were duly amended on June 16, 2009 as the 15th amendment. 2009 as the 15th amendment. The Articles were duly amended on June 15, The Articles were duly amended on June 15, 2010 as the 16th amendment. 2010 as the 16th amendment. The Articles were duly amended on June 13, The Articles were duly amended on June 13, 2012 as the 17th amendment. 2012 as the 17th amendment. The Articles were duly amended on June 17, The Articles were duly amended on June 17, 2016 as the 18th amendment. 2016 as the 18th amendment. The Articles were duly amended on June 16, The Articles were duly amended on June 16, 2017 as the 19th amendment. 2017 as the 19th amendment. The Articles were duly amended on June 13, The Articles were duly amended on June 13, 2019 as the 20th amendment. 2019 as the 20th amendment. The Articles were duly amended on June 12, The Articles were duly amended on June 12, 2020 as the 21th amendment. 2020 as the 21th amendment. The Articles were duly amended on June 17, The Articles were duly amended on June 17, 2022 as the 22th amendment. 2022 as the 22th amendment. The Articles were duly amended on June 19, 2025 as the 23th amendment.
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Attachment 6
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.
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(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:
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-
(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.
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(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 7
Altek Corporation
Regulations Governing the Grant of Restricted Stock Awards of 2025
- 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.
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Qualifications and Conditions for the Awards
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(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.
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(2) The actual number of new shares allocated to employees and the number of new restricted employee shares are entitled to receive will be determined based on factors such as seniority, job level, performance evaluation, overall contribution, special achievements, or other management-related criteria.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.
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(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.
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Total amounts (shares) of issuance
-
The number of shares issued under this plan shall not exceed 3,500,000 common shares with par value at NT10, for a total amount of NTD (the same hereinafter) 35,000,000.
-
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,
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no violation any work rules, will receive the vested shares as below: after the expiration of half a year: 25% of shares acquired. after the expiration of one year: 25% of shares acquired. after the expiration of one and a half years: 25% of shares acquired. after the expiration of two years: 25% of shares acquired.
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(3) Type of shares to be issued: common shares.
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(4) Handling of employee’s failure to meet the vested conditions
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A. The Company shall redeem shares for free from employee failing to meet the vested conditions.
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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.
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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.
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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.
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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.
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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.
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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.
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(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
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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.
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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.
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(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.
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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.
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(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.
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(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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