GEMTEK — AGM Information 2018

Jul 30, 2018

Gemtek Technology Co., Ltd.

2018 Annual Shareholders’ Meeting Minutes

Time: 9:00 a.m. on Friday, June 15, 2018

Place: Chung Hwa Park Recreation Center Conference Room (at No.79, Ln. 1, Dazhi Rd., Hukou Township, Hsinchu County, Taiwan)

Total outstanding shares issued by Gemtek: 347,758,276 shares

Total shares held by shareholders presented in person or by proxy: 202,761,609 shares (includes 33,087,235 shares via electronic voting)

Percentage of shares held by shareholders presented in person or by proxy: 58.30 %

List of Attendees:

Board of Directors: Hung-wen Chen, Cheng-ren Yang, Jong-hui Hsu Independent Director: Yao-geng Zhao, Zhu-san Wang Supervisor: Yi-shin Liao General Manager: Hui-hao Su Ceritfied Public Accountant: Deloitte & Touche Taiwan--- Zhe-li Gung Attorney: Chien Yeh Law Offices --- Jia-rong Chang

Chairperson: The Chairman of the Board of Directors ---Hung-wen Chen

Recorder: Zhi-hong Lin

I. The aggregate number of shares present in person or by proxy at the meeting constitutes a quorum. The Chairman calls the meeting to order.

II. Chairman’s Address (omitted)

III.Management Presentations/ Report Items

Report No. 1 Presented

2017 Business Reports

Explanation:

The 2017 Business Report is attached as Attachment A.

Report No. 2 Presented

Supervisor’s Review Report on the 2017 Financial Statements

Explanation:

The 2017 Supervisor’s Review Report is attached as Attachment B.

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Report No. 3 Presented

To report 2017 employees’ profit sharing bonus and remuneration of directors and supervisors.

Explanation:

• (1) According to the Articles of Incorporation Article 20, the Company shall, after deducting the employee bonuses and renumeration benefits of directors and supervisors from the current year's pre-tax benefits, allocate 13.5% for employee profit sharing bonuses and 1.8% for the renumeration benefits of directors and supervisors.

• (2) On March 19, 2018, the Company Board of Directors approved the 2017 distribution of employee bonuses and renumeration benefits of directors and supervisors. The Company shall allocate 13.5% for employee profit sharing bonuses, which is approximately NT$45,051,515 issued in cash; and 1.8% for the renumeration benefits of directors and supervisors, which is approximately NT$6,006,868 issued in cash.

• (3) There is no significant difference between the estimatation and exact amount of employee profit sharing bonuses and renumeration benefits of directors and supervisors paid for the year 2017.

Report No. 4 Presented

To report on convertible bonds.

Explanation:

The report on convertible bonds is attached as Attachment E.

IV.Proposed Resolutions

• Proposal No. 1 Proposed by the Board

Ratification of the 2017 Business Report and Financial Statements.

Explanation:

• (1) The 2017 Financial Statements of Gemtek Technology Co., Ltd., including the balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows were audited by independent auditors Mr/Ms Ching-zen Yang and Mr/Ms Zhe-li Gung of Deloitte and Touche Taiwan. The 2017 Business Report and 2017 Financial Statements have been approved by the Board and inspected by the supervisors of Gemtek Technology Co., Ltd.

• (2) The 2017 Business Report, Independent Auditors’ Review Report, and the above-mentioned Financial Statements are attached in Attachment [A&C].

Resolution:

RESOLVED, by the majority of casted votes, the above proposal is hereby accepted as submitted.

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Voting Results:

Shares represented at the time of voting: 202,761,609 shares

Voting Results	% of the total represented share present
Votes in favor：197,624,726 votes (includes votes casted electronically：27,950,352 votes)	97.46%
Votes against：76,151 votes (includes votes casted electronically：76,151votes)	0.03%
Votes invalid：0 votes (includes votes casted electronically：0 votes)	0%
Votes abstained：5,060,732 votes (includes votes casted electronically：5,060,732 votes)	2.49%

• Proposal No. 2 Proposed by the Board

Adoption of the proposal for distribution of 2017 profits.

Explanation:

• (1) The Board has adopted the Proposal for Distribution of 2017 Profits in accordance with the Company Act and Articles of Incorporation.

• (2) The proposed aggregate amount of cash dividends is NT$275,452,550 ; each common shareholder shall be entitled to receive a cash dividend of NT$0.8 per share. Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, ex-rights date, and other relevant issues. Cash dividends shall be distributed only to the minimal extent of NT$1. Any fractional amounts rendered below NT$1 shall be relinquished and provided to the Employee Benefits Committee.

• (3) In the event that, before the distribution record date, the proposed profit distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a buyback of shares or issuance of new shares for transferring treasury shares to employees or for equity conversion in connection with domestic or overseas convertible corporate bonds or other convertible securities or employee stock options, it is proposed that the Board of Directors be authorized to adjust the cash and stock to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.

• (4) The 2017 Profit Distribution Table is attached in Attachment [D].

Resolution:

RESOLVED, by the majority of casted votes, the above proposal is hereby accepted as

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submitted.

Voting Results:

Shares represented at the time of voting: 202,761,609 shares

Voting Results	% of the total represented share present
Votes in favor：197,625,565 votes (includes votes casted electronically：27,951,191 votes)	97.46%
Votes against：78,282 votes (includes votes casted electronically：78,282 votes)	0.03%
Votes invalid：0 votes (includes votes casted electronically：0 votes)	0%
Votes abstained：5,057,762 votes (includes votes casted electronically：5,057,762 votes)	2.49%

V.Discussion Items

• Proposal No. 1 Proposed by the Board

To discuss the 2017 Proposal of Cash Distribution derived from Capital Surplus. Explanation:

• (1) The proposed aggregegate amount of NT$68,863,137 gained from capital surplus shall be paid proportionately to shareholders; each common shareholder shall be entitled to receive NT$0.2 per share.

• (2) According to Company Act Article 165, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, ex-rights date, and other relevant issues upon the approval of the Annual Meeting of Shareholders,

• (3) Cash dividends shall be distributed only to the minimal extent of NT$1. Any fractional amounts rendered below NT$1 shall be relinquished and provided to the Employee Benefits Committee.

• (4) In the event that, before the distribution record date, the proposed profit distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a buyback of shares or issuance of new shares for transferring treasury shares to employees or for equity conversion in connection with domestic or overseas convertible corporate bonds or other convertible securities or employee stock options, it is proposed that the Board of Directors be authorized to adjust the cash and stock to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.

Resolution:

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RESOLVED, by the majority of casted votes, the above proposal is hereby accepted as submitted.

Voting Results:

Shares represented at the time of voting: 202,761,609 shares

Voting Results	% of the total represented share present
Votes in favor：197,634,601 votes (includes votes casted electronically：27,960,227 votes)	97.47%
Votes against：70,167 votes (includes votes casted electronically：70,167 votes)	0.03%
Votes invalid：0 votes (includes votes casted electronically：0 votes)	0%
Votes abstained：5,056,841 votes (includes votes casted electronically：5,056,841 votes)	2.49%

VI.Extemporary Motion: None

VII.Meeting Adjourned

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