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DAVICOM AGM Information 2023

Jun 14, 2023

52295_rns_2023-06-14_11d2b644-f85d-4e3f-b4bb-52fea6909033.pdf

AGM Information

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DAVICOM Semiconductor, Inc. 2023 Annual Shareholders’ Meeting Notice (Summary Translation)

  • A. The 2023 Annual Shareholders’ Meeting (the “Meeting”) of DAVICOM Semiconductor, Inc. (the “Company”) will be convened at 9:00 a.m. on 31th May, 2023 (Wednesday) at DAVICOM’s Headquarters. (located at No.6, Li-Hsin Road 6, Hsinchu Science Park, Hsinchu, Taiwan)

The agenda for the meeting is as follows:

  • I. Report Items

  • (1) To report the business of 2022 and operating plan of 2023

  • (2) Audit Committee’s review report of 2022

  • (3) To report the 2022 directors and employees’ compensation distribution

  • (4) To report the directors’ remuneration policy and the state of remuneration received by directors in 2022

  • (5) To report the state of implementation of the Company’s Share Buyback in 2020.

  • II. Approval Items

  • (1) To approve 2022 Business Report and Financial Statements

  • (2) To accept the proposal for distribution of 2022 profits

  • III. Discussion Items

  • (1) To approve the proposal for cash distribution of 2022 additional paid in capital

  • IV. Motions

B. The major items of the proposal for distribution of 2022 profits adopted at the meeting of the Board of Directors are as follow:

  • (1) ①Cash distribution from Undistributed Earnings will be entitled to a cash dividend of NT$0.753 per share.

  • ②Cash distribution from the Legal Reserve will be entitled to a cash dividend of NT$0.247 per share.

  • ③Total amount of Cash Distribution to shareholders will be NT$82,605,089 and each shareholder will be entitled to receive a cash dividend of NT$1 per share.

  • (2) In the event of any change in the number of outstanding shares resulting from executing employee stock options or converting treasury stock to its employees, the dividend ratio must be adjusted. It is proposed to fully authorize the Chairman of Board of Directors of DAVICOM to adjust the dividend ratio and to proceed on the relevant matters.

C. According to Article 165 of the Company Act, the shareholder register will be closed from April 2[nd] to May 31[th] , 2023.

  • D. Each attendance notification and proxy form will be attached in this meeting notice. If the shareholder(s) is attending the meeting in person, please sign or stamp on the attendance notification form and carry it to the check-in desk on the day of the meeting. In the case that an agent(s) is entrusted to attend the meeting, the shareholder(s) shall sign or stamp on the proxy form and personally fill out the name and address of the agent, then deliver the proxy form to the Transfer Agency Department of Fubon Securities Co., Ltd. at least 5 days prior to the day of the meeting (Before May 25,2023). The signed proxy form will serve as the signin card for agent(s) to represent your vote at the meeting.

  • E. If a proxy is solicited by the shareholder(s), DAVICOM is required to compile details on the proxy solicitation parties and disclose such information on the Securities & Futures Institute (SFI) website no later April 28, 2023. Shareholder(s) can obtain information on proxy solicitation firms from the "Free proxy disclosure & related information system" (http://free.sfi.org.tw), via the "proxy disclosure and meeting notices" search page. (TWSE:3094)

  • F. According to Article 26-2 of Securities and Exchange Act, the notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement; for a regular shareholders meeting, such public announcements shall be served with thirty days prior notice.

  • G. 2023 Annual Shareholders’ Meeting will adopt electronic voting as one of the methods to act the right of vote. The voting period: From April 29, 2023 to May 28, 2023.The voting instruction: Please go to the website [ http://www.stockvote.com.tw ] for further information. Shareholders who use electronic voting and wants to collect souvenirs should print and bring electronic voting result, original copy of identification documents or Health ID Card. The identity certification documentation of the juridical person is the original copy of the change registration form. The souvenirs can be collected from the stock agency department of Fubon Securities Co., Ltd. from August 11, 2023 to August 15, 2023.

  • H. In accordance with Article 172 of the Company Act, Article 26-1 and 43-6 of Securities and Exchange Act and relevant regulations, the contents of the matters proposed to the shareholders’meeting may be viewed on Market Observation Post System (website:http://emops.twse.com.tw), by clicking on “electronic books/annual report and materials related to shareholders’ meeting” or by clinking on “profiles/company profiles/company website” which will link to the Company’s website.

  • I. Shareholders who want to authorized a proxy to attend the shareholders' meeting in his/her/its behalf and collect souvenirs can collect them at the solicitation venue from April 29, 2023 to May 24, 2023, or pick up at the venue before the end of the shareholders' meeting.

  • For shareholders holding less than 1,000 shares, the company will not issue souvenirs unless shareholders attend the shareholders meeting in person or exercise their voting rights electronically. Souvenirs will not be sent by post, and will not be reissued after the meeting. If there is insufficient souvenirs, it will be replace by other same value souvenirs (Souvenir: Cooler bags)

  • J. This document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail. For further information, please refer to the Chinese Version.

Board of Directors DAVICOM Semiconductor, Inc.