GT — Proxy Solicitation & Information Statement 2025

Jun 17, 2025

CHIU TING MACHINERY CO., LTD.

Reference materials for various proposals of the shareholders' meeting in 2025

Report Items

• • 1. Operating conditions in 2024. (Please refer to page 5-9 of the Meeting Handbook)
  • Audit Committee’s Review Report. (Please refer to page 10 of the Meeting Handbook)
  • Reports on 2024 employee compensation and directors’ remuneration distribution (please refer to page 11 of the Meeting Handbook)
  • Report on Director’s Remuneration for 2024. (Please refer to page 12 of the Meeting Handbook)

Proposal Items

1. Proposed by the Board of Directors

Proposal: Proposal for the Ratification of 2024 Business Report and Financial Statements.

Explanation: The Board of Directors approved the Company’s 2024 Business Report and Financial Statements audited by CPAs of Crowe (TW), CPAs Huang, Chien-Chen and Yang, Chen-Yu, and the Audit Committee has completed its review and issued the Audit Committee’s Audit Report (Please refer to pages 13-30 of the Meeting Handbook).

Resolution:

1. Proposed by the Board of Directors

Proposal: Proposal for the Ratification of the 2024 Earnings Distribution Plan.

Explanation:

• 1. The Company’s after-tax earnings in 2024 was NT$92,214,304. After adding the unappropriated earnings of NT$725,125,249 at the beginning of the period and adding the remeasurement of the defined benefit plan recognized in retained earnings of NT$1,971,030, the Company’s distributable earnings amounted to NT$819,310,583.
• The Company’s 2024 earnings distribution is as follows: After appropriating 10% of the legal reserve of NT$9,418,533 in accordance with the law and the Company’s articles of incorporation, the Company proposes to distribute a cash dividend of NT$55,564,500 to shareholders for 2024. For shareholders on the register of shareholders, based on the shares held by them as at the basis date of dividend distribution, NT$0.85 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.
• Earnings Distribution Table (Please refer to page 31 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 amendment to Article 14, Paragraph 6 of the Securities and Exchange Act, the Company has revised its Articles of Incorporation to allocate a certain percentage of employee compensation to grassroots employees.
2. According to Jin-Guan-Zheng-Fa-Zi No. 1130385442 issued by the Financial Supervisory Commission on November 8, 2024, the Company defines grassroots employees as: “Employees who are not classified as managers and whose salary levels fall below the threshold defined for grassroots employees in the Regulations Governing the Additional Deduction of Salary Expenses for Salary Increases for Employees of Small and Medium Enterprises.”
3. Comparison Table of Articles Before and After the Amendment of the Articles of Incorporation (Please refer to page 32 of the Meeting Handbook).

Resolution:

Extempore Motions