GT — Proxy Solicitation & Information Statement 2024

Jun 18, 2024

CHIU TING MACHINERY CO., LTD.

Reference materials for various proposals of the shareholders' meeting in 2024

Report Items

1. Operating conditions in 2023. (Please refer to page 5-9 of the Meeting Handbook)
2. Audit Committee’s Review Report. (Please refer to page 10 of the Meeting Handbook)
3. Reports on 2023 employee compensation and directors’ remuneration distribution (please refer to page 11 of the Meeting Handbook)
4. Report on Director’s Remuneration for 2023. (Please refer to page 12 of the Meeting Handbook)

Proposal Items

1. Proposed by the Board of Directors

Proposal: Proposal for the Ratification of 2023 Business Report and Financial Statements.

Explanation: The Board of Directors approved the Company’s 2023 Business Report and Financial Statements audited by CPAs of Crowe (TW), CPAs Huang, Chien-Chen and Lin, Ming-Shou, and the Audit Committee has completed its review and issued the Audit Committee’s Audit Report (see pages 13-32 of the Meeting Handbook).

Resolution:

1. Proposed by the Board of Directors

Proposal: Proposal for the Ratification of the 2023 Earnings Distribution Plan.

Explanation:

1. The Company’s after-tax earnings in 2023 was NT$62,997,325. After adding the unappropriated earnings of NT$706,881,082 at the beginning of the period and adding the remeasurement of the defined benefit plan recognized in retained earnings of NT$853,972, the Company’s distributable earnings amounted to NT$770,732,379.
2. The Company’s 2023 earnings distribution is as follows: After appropriating 10% of the legal reserve of NT$6,385,130 in accordance with the law and the Company’s articles of incorporation, the Company proposes to distribute a cash dividend of NT$39,222,000 to shareholders for 2023. For shareholders on the register of shareholders, based on the shares held by them as at the basis date of dividend distribution, NT$0.6 per share in cash (calculated and rounded up to the nearest dollar; the total amount of the deficiency is included in other income of the Company) will be allotted. Upon the approval of the shareholders’ meeting, it is proposed to request the shareholders’ meeting to authorize the board of directors to set another base date for dividend distribution, payment date and other related matters. Subsequent changes in the number of outstanding shares due to changes in capital stock, and consequently changes in the dividend distribution rate to shareholders, are proposed to be adjusted by the chairman of the board of directors with the authorization of the shareholders’ meeting.
3. Earnings Distribution Table (Please refer to page 33 of the Meeting Handbook).

Resolution:

Discussions

1. Proposed by the Board of Directors

Proposal: Proposal for the discussion of the amendment to the Articles of Incorporation.

Explanation:

1. In accordance with the amendments to the “Compliance Requirements for the Appointment and Exercise of Powers of the Boards of Directors” of the Taiwan Stock Exchange, it is proposed to revise certain provisions of the “Articles of Incorporation” of the Company.
2. Comparison Table of Articles Before and After the Amendment of the Articles of Incorporation (Please refer to page 34 of the Meeting Handbook).

Resolution:

Extempore Motions