Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ITE AGM Information 2022

Jun 23, 2022

52248_rns_2022-06-23_757f864d-4704-491e-9031-6f6b0f4c1a71.pdf

AGM Information

Open in viewer

Opens in your device viewer

Stock No. 3014

==> picture [133 x 68] intentionally omitted <==

ITE Tech. Inc.

2022 Annual Shareholders’ Meeting

Agenda

(Translation)

June 21, 2022

Table of Contents

I. Meeting Procedure ..................................................................................................... 1 II. Meeting Agenda ........................................................................................................ 2 1. Report Items ........................................................................................................................... 3 2. Approval Items....................................................................................................................... 4 3. Discussion Item ...................................................................................................................... 4 4. Extempore Motion ................................................................................................................. 5 5. Adjournment .......................................................................................................................... 5 III. Annex ...................................................................................................................... 6 1. 2021 Business report .............................................................................................................. 6 2. 2021 Audit Committee's Review Report ............................................................................... 8 3. Independent Auditors' Report on Consolidated Financial Statements ................................... 9 4. Consolidated Balance Sheets ............................................................................................... 14 5. Statements of Consolidated Comprehensive Income .......................................................... 15 6. Consolidated Statements of Changes in Equity ................................................................... 16 7. Consolidated Statements of Cash Flows .............................................................................. 17 8. Independent Auditors' Report on Parent Company Only Financial Statements .................. 18 9. Parent Company Only Balance Sheets ................................................................................ 23 10. Parent Company Only Statements of Comprehensive Income ............................................ 24 11. Parent Company Only Statements of Changes in Equity .................................................... 25 12. Parent Company Only Statements of Cash Flows ............................................................... 26 13. Earnings Distribution Statements ........................................................................................ 27 14. The Comparison Table of the Original and the Amended Articles of Incorporation .......... 28 IV. Appendix ............................................................................................................... 30 1. Rules of Shareholders’ Meeting Procedure .......................................................................... 30 2. Articles of Incorporation ...................................................................................................... 37 3. Shareholdings of Directors .................................................................................................. 42

I. Meeting Procedure

ITE Tech. Inc.

2022 Annual Shareholders’ Meeting Procedure

  1. Call the Meeting to Order

  2. Chairman Takes Chair

  3. Chairman Remarks

  4. Report Items

  5. Approval Items

  6. Discussions Items

  7. Extempore Motion

  8. Adjournment

-1-

II. Meeting Agenda

ITE Tech. Inc.

2022 Annual Shareholders’ Meeting Agenda

  1. Time: 9:00 a.m. on Tuesday, June 21, 2022

  2. Place: ITE’s office, No. 9, Chuangsin 1st Rd., Science Park, Hsinchu

  3. Convening Methods: Physical shareholders’ meeting

  4. Chairman Remarks

  5. Report Items

  6. (1) The Business of 2021

  7. (2) 2021 Audit Committee’s Review Report

  8. (3) The Issuance Status of Employee Restricted Shares

  9. (4) 2021 Distributable Compensation for Directors and Employees

  10. Approval Items

  11. (1) 2021 Business Report and Financial Statements

  12. (2) 2021 Earnings Distribution

  13. Discussion Items

  14. (1) Cash Dividends from Capital Surplus

  15. (2) Amendments to the Articles of Incorporation

  16. Extempore Motion

  17. Adjournment

-2-

1. Report Items

Report No. 1

The Business of 2021

Description: The 2021 business report, please refer to Annex 1 on pages 6~7.

Report No. 2

2021 Audit Committee’s Review Report

Description: Audit committee's review report and independent auditors' report, please refer Annex 2 on page 8, Annex 3 on pages 9~13 and Annex 8 on pages 18~22.

Report No. 3

The Issuance Status of Employee Restricted Shares

  • Description: A resolution was passed at the Annual Shareholders’ Meeting on August 10, 2021 to issue 3,000,000 employee restricted shares, which issuance by installment took effect through the filing with the Financial Supervisory Commission with registration no. Chin-kuan-cheng-fa-tzu-1100377439 dated December 17, 2021. The employee restricted shares have not been issued.

Report No. 4

2021 Distributable Compensation for Directors and Employees

  • Description: (1) According to the provisions of Article 26-1 of the Articles of Incorporation as well as the allocation rate adopted by the Board of Directors, the Company has set aside NT$16,108,012 for directors’ remuneration and NT$392,322,179 for employees’ compensation.

  • (2) The aforesaid directors’ remuneration and employees’ compensation have been approved by the Board of Directors and will be fully paid in cash.

-3-

2. Approval Items

Proposal No.1 Proposed by the Board

2021 Business Report and Financial Statements

  • Description: (1) The 2021 financial statements have been completed with the auditing and attestation by certified public accountants Wan-Ju Chiu and Hsinmin Hsu of Ernst & Young accounting firm.

  • (2) For the business report, independent auditors' report, and financial statements in the preceding paragraph, please refer to Annex 1 on pages 6-7 and Annex 3 to Annex 12 on pages 9-26 of this Handbook, which are hereby submitted for approval.

Resolution:

Proposal No.2

Proposed by the Board

2021 Earnings Distribution

  • Description: The 2021 earnings distribution statement was approved by the 10th meeting of the Company’s 10th term Board of Directors and was submitted to the Audit Committee; the written review report is on file. For the earnings distribution statement, please refer to Annex 13 on page 27 of this Handbook.

Resolution:

3. Discussion Item

Discussions No. 1

Proposed by the Board

Cash Dividends from Capital Surplus

  • Description: (1) The Company plans to distribute capital surplus of NT$161,080,124 in the excess of the par value of the shares to the shareholders and the expected cash per share is NT$1.

  • (2) The Board of Directors is proposed to determine the record date, payment date and other related matters upon the approval of cash distribution from capital surplus at the Annual Shareholders’ Meeting.

  • (3) In the event the number of outstanding shares is affected by the Company’s subsequent shares buyback, transfer or cancellation of treasury stocks, issuance of new shares because of the exercise of

-4-

employee stock options, issuance or withdrawal of employee restricted shares, private placement of new shares or other causes, the Board of Directors is proposed to adjust the distribution amount per share based on the actual number of the outstanding shares on the record date and other related matters. Cash payment shall be rounded down to the nearest dollar. The amounts under one dollar due to the rounding off are summed and recognized as the Company’s other income.

Resolution:

Discussions No. 2 Proposed by the Board

Amendments to the Articles of Incorporation

Description: The Comparison Table of the Original and the Amended Articles of Incorporation, please refer to Annex 14 on pages 28~29.

Resolution:

4. Extempore Motion

5. Adjournment

-5-

III. Annex

1. 2021 Business report

2021 Business report

From the beginning of 2020, the COVID-19 pandemic overturned enterprises’ traditional business models, and countries around the world have accelerated digital transformation to cope with the COVID-19 crisis. ITE Tech’s PC-related products have benefited from this digital transformation trend and the performance has grown substantially. Many countries have implemented lockdown measures to block the pandemic’s spread. This has directly impacted the supply chain of the global ICT industry, resulting in a serious shortage of semiconductor components and a gradual rise in the price of chips. With this rapid increase in demand in the ICT industry, ITE’s revenue and profits for 2021 have also exceeded expectations.

  • I. Operating outcome in 2021

  • ITE Tech's 2021 operating performance

    • A. Annual revenue was NT$7.184 billion, for an increase of 49.12% over the previous year.

    • B. Annual net profit after tax was NT$1.805 billion, an increase of 93.04% over the previous year.

  • ITE Tech's 2021 revenue by major product line

    • A. PC/NB product line: 2021 revenue increased by 47.28% compared with the previous year.

    • B. High-speed interface IC product line: Products in this line include HDMI, DisplayPort, LVDS, MHL and other control chips. 2021 revenue increased by 43.23% over the previous year.

    • C. HMI (Human-Machine Interface) ICs: 2021 revenue increased by 109.19% compared with the previous year.

    • D. Other product lines have also grown, pushing up the Company's overall 2021 revenues.

  • II. Overview of Annual Business Plan for 2022

  • Product development policy:

    • A. PC/NB related ICs

Keep up with the evolution of mainstream CPU technology, and align with the demands of computer manufacturers to quickly provide products and technologies.

  • B. High-speed interface ICs

  • Develop technologies and products to satisfy the video streaming with the increasing data volume, and thus meet product specification for the new generation mobile devices and consumer electronics.

  • C. HMI ICs

-6-

In response to the gradual transformation to digital display controls in human-machine interfaces such as home appliances, video intercoms, and automotive and industrial applications, ITE Tech will develop software and hardware bundled ICs to align with the development of HMI-related development systems.

  1. Sales goals:

Looking forward to 2022, market momentum will mainly be based on work and entertainment. The related industries such as the live streaming industry, e-Sports market, HPC, AI, 5G, and other industrial applications require PC and audio-visual products. ITE Tech is a supplier of chips for these purposes, and thus the market trend is relatively favorable. Therefore, the operating outlook remains optimistic. ITE Tech will seize this opportunity to enhance market share and maintain the goal of annual revenue growth.

III. The Company’s future development strategy

  1. Continue to develop key technologies, strengthen technological deployment, and continue to develop new processes to reduce costs.

  2. Actively explore innovative applications, and design customized, high-value, growthoriented new products.

  3. Actively seek strategic customer cooperation, strengthen brand customer marketing, and strive for market initiative through pragmatic business models.

  4. IV. The influence of the external competitive environment, regulatory environment, and overall business environment

The industrial environment will encounter constant changes. Looking at the industrial trend for the next few years, ITE Tech's product layout is in line with trends. By virtue of the customer base we have built in the consumer electronics field, ITE Tech will definitely be able to maintain our market advantages. We are confident of overcoming the impacts and challenges brought about by the overall industrial environment.

Despite the changing global economic situation and fierce market competition, ITE Tech will implement countermeasures against market competition with a solid technical foundation. Together, all our employees will go forth to seize the opportunities each year brings, and overcome the challenges each year presents.

Chairman: Hu, Chun-yang President: Lin, Hung-yao Chief Financial Officer: Hsu, Ya-shu

-7-

2. 2021 Audit Committee's Review Report

Audit Committee’s Review Report

The Board of Directors has prepared and submitted the Company's 2021 business report, financial statements, and earnings distribution proposal. The financial statements have been completed with an audit by CPAs Wan-Ju Chiu and Hsin-Min Hsu of Ernst & Young Accounting Firm, and an audited report has been issued thereon. The aforementioned business report, financial statements, and earnings distribution proposal have been reviewed by this Committee and found to have no discrepancy. The above is hereby reported in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To ITE Tech. Inc. 2022 Annual General Shareholders' Meeting.

Independent director: Huang, Yi-tsung Independent director: Hsu, Shih-fang Independent director: Chen, Shou-shan

February 24, 2022

-8-

3. Independent Auditors' Report on Consolidated Financial Statements

==> picture [483 x 194] intentionally omitted <==

==> picture [483 x 194] intentionally omitted <==

==> picture [483 x 193] intentionally omitted <==

-9-

==> picture [483 x 204] intentionally omitted <==

==> picture [483 x 205] intentionally omitted <==

==> picture [483 x 204] intentionally omitted <==

-10-

==> picture [483 x 195] intentionally omitted <==

==> picture [483 x 195] intentionally omitted <==

==> picture [483 x 195] intentionally omitted <==

-11-

==> picture [483 x 184] intentionally omitted <==

==> picture [483 x 184] intentionally omitted <==

==> picture [483 x 184] intentionally omitted <==

-12-

==> picture [483 x 199] intentionally omitted <==

==> picture [483 x 199] intentionally omitted <==

==> picture [483 x 199] intentionally omitted <==

-13-

4. Consolidated Balance Sheets

==> picture [751 x 146] intentionally omitted <==

==> picture [751 x 146] intentionally omitted <==

==> picture [751 x 145] intentionally omitted <==

-14-

5. Statements of Consolidated Comprehensive Income

==> picture [483 x 212] intentionally omitted <==

==> picture [483 x 212] intentionally omitted <==

==> picture [483 x 211] intentionally omitted <==

-15-

6. Consolidated Statements of Changes in Equity

==> picture [703 x 152] intentionally omitted <==

==> picture [703 x 152] intentionally omitted <==

==> picture [703 x 151] intentionally omitted <==

-16-

7. Consolidated Statements of Cash Flows

==> picture [751 x 143] intentionally omitted <==

==> picture [751 x 143] intentionally omitted <==

==> picture [751 x 143] intentionally omitted <==

-17-

  1. Independent Auditors' Report on Parent Company Only Financial

Statements

==> picture [483 x 175] intentionally omitted <==

==> picture [483 x 174] intentionally omitted <==

==> picture [483 x 175] intentionally omitted <==

-18-

==> picture [483 x 191] intentionally omitted <==

==> picture [483 x 191] intentionally omitted <==

==> picture [483 x 191] intentionally omitted <==

-19-

==> picture [483 x 177] intentionally omitted <==

==> picture [483 x 177] intentionally omitted <==

==> picture [483 x 177] intentionally omitted <==

-20-

==> picture [483 x 191] intentionally omitted <==

==> picture [483 x 191] intentionally omitted <==

==> picture [483 x 191] intentionally omitted <==

-21-

==> picture [483 x 195] intentionally omitted <==

==> picture [483 x 194] intentionally omitted <==

==> picture [483 x 195] intentionally omitted <==

-22-

9. Parent Company Only Balance Sheets

==> picture [751 x 133] intentionally omitted <==

==> picture [751 x 133] intentionally omitted <==

==> picture [751 x 134] intentionally omitted <==

-23-

10. Parent Company Only Statements of Comprehensive Income

==> picture [483 x 189] intentionally omitted <==

==> picture [483 x 190] intentionally omitted <==

==> picture [483 x 189] intentionally omitted <==

-24-

11. Parent Company Only Statements of Changes in Equity

==> picture [687 x 152] intentionally omitted <==

==> picture [687 x 153] intentionally omitted <==

==> picture [687 x 152] intentionally omitted <==

-25-

12. Parent Company Only Statements of Cash Flows

==> picture [751 x 136] intentionally omitted <==

==> picture [751 x 135] intentionally omitted <==

==> picture [751 x 135] intentionally omitted <==

-26-

13. Earnings Distribution Statements

ITE Tech. Inc. 2021 Earnings distribution Statements

Unit: NT$

==> picture [483 x 383] intentionally omitted <==

----- Start of picture text -----

Amount
Item
Subtotal Total
Beginning balance 233,658,758
Add: Earnings before tax for the current year 2,207,051,003
Less: Income tax expense (401,165,260)
Net profit after tax for the current year 1,805,885,743
Less: Disposal of financial assets at fair value through Other
Comprehensive income
(69,608,205)
Less: Actuarial loss for defined benefit plan (3,998,982)
Amount of net profit after tax for the current period, plus the
amount of items other than the net profit after tax for the current
period that are recorded in undistributed earnings for the
current year 1,732,278,556
Less: Legal reserve appropriated (173,227,856) 1,559,050,700
Distributable earnings 1,792,709,458
Distributions:
Shareholders cash dividend (The proposed dividend NT$8
per share) (1,288,640,992)
Ending undistributed earnings
504,068,466
----- End of picture text -----

  1. For the distribution of dividends, the Board of Directors is authorized to determine the ex-dividend date and the cash dividend payment date.

  2. The cash dividend per share is calculated based on the number of outstanding shares (i.e., 161,080,124 shares) on the current day of the Board of Directors held on February 24, 2022.

  3. In the event the number of outstanding shares is affected by the Company’s subsequent shares buyback, transfer or cancellation of treasury stocks, issuance of new shares because of the exercise of employee stock options, issuance or withdrawal of employee restricted shares, private placement of new shares or other causes, the Board of Directors is proposed to adjust the distribution amount per share based on the actual number of the outstanding shares on the record date and other related matters.

  4. Cash dividend shall be rounded down to the nearest dollar. The amounts under one dollar due to the rounding off are summed and recognized as the Company’s other income.

Chairman: Hu, Chun-yang President: Lin, Hung-yao Chief Financial Officer: Hsu, Ya-shu

-27-

14. The Comparison Table of the Original and the Amended Articles of Incorporation

ITE Tech. Inc.

The Comparison Table of the Original and the Amended Articles of Incorporation

==> picture [542 x 659] intentionally omitted <==

----- Start of picture text -----

Articles Reasons for
Content
No.
Amendment
Original Article Amended Article
Article 10 There are two kinds of shareholders' There are two kinds of shareholders' Amendment
meetings in the Company: meetings in the Company: introduced to
1. General Shareholders' Meetings, which comply with
1. General Shareholders' Meetings, which
shall be held within six months after the shall be held within six months after the regulations.
closing of each fiscal year.
closing of each fiscal year.
2. Special Shareholders’ Meetings, which 2. Special Shareholders’ Meetings, which
shall be held in accordance with the shall be held in accordance with the
relevant laws when necessary.
relevant laws when necessary.
Shareholders’ Meetings can be held by
means of visual communication network or
other methods promulgated by the central
competent authority.
Article 27 The Company’s shareholder dividends shall The Company’s shareholder dividends shall Amendment
be distributed in cash or by shares. The be distributed in cash or by shares. The for the
distribution policy shall depend on the distribution policy shall depend on the Company’s
Company’s current and future investment Company’s current and future investment management
environment, capital needs, domestic and environment, capital needs, domestic and of the
foreign competition conditions, capital foreign competition conditions, capital budget, operation.
budget, and other factors. The cash and other factors. The cash dividend shall be
dividend shall be not less than 30% of not less than 30% of distributable earnings,
distributable earnings, taking into account taking into account as well as shareholder
as well as shareholder interests, dividend interests, dividend balancing, the Company's
balancing, the Company's long-term financial long-term financial planning, etc., for which
planning, etc., for which the distribution the distribution proposal shall be drawn up
proposal shall be drawn up by the Board of by the Board of Directors after the annual
Directors after the annual final accounts final accounts are settled and submitted to
are settled and submitted to the Shareholders’ the Shareholders’ meeting. The Company's
meeting. The Company's annual net profit annual net profit shall be distributed in the
shall be distributed in the following order: following order:
1. Income tax obligation; 1. Income tax obligation;
2. Offsetting accumulated deficits, if any 2. Offsetting accumulated deficits, if any
3. Legal reserve at 10% of net income after 3. Legal reserve at 10% of net income after
tax; tax;
4. Allocation or reverse of special reserves 4. Allocation or reverse of special reserves
as required by law as required by law
5. After deducting the respective amount 5. After deducting the respective amount
specified from item 1 to 4, at least 80% specified from item 1 to 4, at least 80% of the
of the remaining earnings will be distributed, remaining earnings will be distributed,
together with the undistributed earnings at together with the undistributed earnings at
----- End of picture text -----

-28-

==> picture [542 x 703] intentionally omitted <==

----- Start of picture text -----

Articles Reasons for
Content
No.
Amendment
Original Article Amended Article
the beginning of the period, and the the beginning of the period, and the
capital surplus. However, if the total capital surplus. However, if the total
distribution divided by all the issued distribution divided by all the issued
shares is less than NTD 0.1 per share, all shares is less than NTD 0.1 per share, all
the remaining and surplus shall not be the remaining and surplus shall not be
distributed. distributed.
According to Article 240, Paragraph 5, and
Article 241, Paragraph 2 of the Company
Act, the Company authorizes the
distributable dividends, legal reserve, and
capital reserve in whole or in part may be
paid in cash after a resolution has been
adopted by a majority vote at a meeting of
-
the Board of Directors attended by two
thirds of the total number of directors, and
in addition thereto a report of such
distribution shall be submitted to the
shareholders.
Article 31 These Articles of Incorporation were These Articles of Incorporation were Amendment
established on April 22, 1996. The first established on April 22, 1996. The first Date added.
revision was made on February 16, 1997. revision was made on February 16, 1997.
The second revision was made on February The second revision was made on February
13, 1998. The third revision was made on 13, 1998. The third revision was made on
February 23, 1998. The fourth revision was February 23, 1998. The fourth revision was
made on June 30, 1998. The fifth revision made on June 30, 1998. The fifth revision
was made on June 10, 1999. The sixth was made on June 10, 1999. The sixth
revision was made on June 15, 2000. The revision was made on June 15, 2000. The
seventh revision was made on May 30, seventh revision was made on May 30,
2002. The eighth revision was made on 2002. The eighth revision was made on
April 11, 2003. The ninth revision was April 11, 2003. The ninth revision was made
made on June 1, 2004. The tenth revision on June 1, 2004. The tenth revision was
was made on June 12, 2006. The eleventh made on June 12, 2006. The eleventh
revision was made on June 11, 2007. The revision was made on June 11, 2007. The
twelfth revision was made on June 13, twelfth revision was made on June 13, 2008.
2008. The thirteenth revision was made on The thirteenth revision was made on June
June 10, 2009. The fourteenth revision was 10, 2009. The fourteenth revision was made
made on June 15, 2011. The fifteenth on June 15, 2011. The fifteenth revision was
revision was made on June 15, 2012. The made on June 15, 2012. The sixteenth
sixteenth revision was made on June 11, revision was made on June 11, 2013. The
2013. The seventeenth revision was made seventeenth revision was made on June 17,
on June 17, 2015. The eighteenth revision 2015. The eighteenth revision was made on
was made on June 20, 2016. June 20, 2016. The nineteenth revision was
made on June 21, 2022.
----- End of picture text -----

-29-

IV. Appendix

1. Rules of Shareholders’ Meeting Procedure

ITE Tech. Inc.

Rules of Shareholders’ Meeting Procedure

  • Article 1 To establish a strong governance system and sound supervisory capabilities for the company's shareholders’ Meetings, and to strengthen management capabilities, the Rules are adopted pursuant to regulations of “the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.”

  • Article 2 The rules of procedures for the Company's Shareholders' Meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

  • Article 3 Unless otherwise provided by law or regulation, the Company's Shareholders' Meetings shall be convened by the Board of Directors.

  • The Company shall prepare electronic versions of the Shareholders' Meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a general Shareholders' Meeting or before 15 days before the date of a special Shareholders' Meeting. The Company shall prepare electronic versions of the Shareholders' Meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the general Shareholders' Meeting or before 15 days before the date of the special Shareholders' Meeting. In addition, before 15 days before the date of the Shareholders' Meeting, the Company shall also have prepared the Shareholders' Meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a Shareholders' Meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors; amendments to the articles of incorporation; the dissolution, merger, or demerger of the company; or any matter under Article 185, paragraph 1 of the Company Act, or Articles 26-1 and 43-6 of the Securities and Exchange Act shall be itemized in the causes or subjects to be described in the notice to convene a Shareholders' Meeting, and shall not be brought up as Extempore motions.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a general Shareholders' Meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1 of the Company Act apply to a proposal put forward

-30-

by a shareholder, the Board of Directors may exclude it from the agenda.

Prior to the book closure date before a general Shareholders' Meeting is held, the company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the place and time period for their submission.; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words. A proposal with more than 300 words will not be included in the meeting agenda. The shareholder making the proposal must attend the general Shareholders' Meeting in person or by proxy and must participate in the proposal discussion.

Prior to the date for issuance of notice of a Shareholders' Meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the Shareholders' Meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4 For each Shareholders' Meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given Shareholders' Meeting, and shall deliver the proxy form to the Company before five days before the date of the Shareholders' Meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5 (Principles determining the time and place of a Shareholders' Meeting)

The Shareholders' Meeting venue shall be at the Company’s office or any location for shareholders to attend the meeting conveniently. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Independent director opinions shall be fully taken into consideration when deciding the venue and time for convening.

Article 6 (Preparation of documents such as the attendance book)

The Company shall specify in the meeting notice the time during which shareholder attendance registrations will be accepted and location to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations

Shareholders or their proxies (collectively, "shareholders") shall attend the Shareholders' Meeting with the attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

-31-

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in cards in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a Shareholders' Meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

  • Article 7 (The chair and non-voting participants of a Shareholders' Meeting)

If a Shareholders' Meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as the chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as the chair.

When a managing director or a director serves as the chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as the chair.

It is advisable that a majority of the directors attend Shareholders' Meeting s convened by the Board of Directors.

If a Shareholders' Meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a Shareholders' Meeting in a non-voting capacity.

Article 8 (Documentation of a Shareholders' Meeting by audio or video)

The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the Shareholders' Meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9 Attendance at Shareholders' Meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time. If the attending

-32-

shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another Shareholders' Meeting shall be convened within one month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the Shareholders' Meeting pursuant to Article 174 of the Company Act.

Article 10 (Discussion of proposals)

If a Shareholders' Meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the Shareholders' Meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a Shareholders' Meeting convened by a party with the power to convene that is not the Board of Directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the Shareholders' Meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote.

Article 11 (Shareholder speech)

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 3 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the

-33-

shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a Shareholders' Meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

  • Article 12 (Calculation of voting shares and recusal system)

Voting at a Shareholders' Meeting shall be calculated based the number of shares.

With respect to resolutions of Shareholders' Meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

  • Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the Shareholders' Meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his rights with respect to the extraordinary motions and amendments to original proposals of that meeting.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the Shareholders' Meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the Shareholders' Meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the Shareholders' Meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a

-34-

shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a Shareholders' Meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders.

Except for the proposals set out on the agenda, other proposals proposed by shareholders or amendments to or alternatives of original proposals or changes to the agenda shall be seconded by other shareholders. The shareholding represented by the proposer, together with the seconder shall reach one percent (1%) of the total voting rights on the outstanding shares, otherwise such proposals shall not be up for discussion or put in a vote.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting for Shareholders' Meeting proposals or elections shall be conducted in public at the place of the Shareholders' Meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote. Article 14 (Election matters)

The election of directors at a Shareholders' Meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

  • Article 15 Matters relating to the resolutions of a Shareholders' Meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations. The minutes shall be retained for the duration of the existence of the Company.

-35-

For the resolution method in the preceding paragraph, if no attending shareholder voices an objection following an inquiry by the chair, it shall be recorded as “adopted without objection voiced by any attending shareholders following solicitation of questions by the chair”; however, when a shareholder voices an objection to the proposal, the voting method as well as the number of voting rights adopted shall be stated therein.

  • Article 16 (Public disclosure)

On the day of a Shareholders' Meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the Shareholders' Meeting.

If matters put to a resolution at a Shareholders' Meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

  • Article 17 (Maintaining order at the meeting place)

Staff handling administrative affairs of a Shareholders' Meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a Shareholders' Meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

  • Article 18 (Recess and resumption of a Shareholders' Meeting)

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the Shareholders' Meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a Shareholders' Meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

  • Article 19 The Rules of Procedure for Shareholder Meetings is implemented after the resolution reached in the Shareholders' Meeting, so is the amendment.

These Rules were adopted by the General Shareholders’ Meeting on June 10, 1999. The first revision was adopted by the General Shareholders’ Meeting on June 11, 2007. The second revision was adopted by the General Shareholders’ Meeting on June 15, 2011.

The third revision was adopted by the General Shareholders’ Meeting on June 15, 2012. The fourth revision was adopted by the General Shareholders’ Meeting on June 11, 2014.

-36-

2. Articles of Incorporation

ITE Tech. Inc. Articles of Incorporation

Chapter I General Provisions

  • Article 1 : The Company is incorporated according to the Company Act.

  • The name of the Company is “ 聯陽半導體股份有限公司 ” in Chinese and “ITE Tech.

Inc.” in English

  • Article 2 : The Company’s scope of business is as follows:

  • CC01080 Electronics components manufacturing

    • (1) Research, development, production, manufacturing, and sales of the following products:

      1. Various types of computers and arithmetic logic unit chipsets.

      2. Super/special-purpose input and output integrated circuits and modules.

      3. Highly integrated ICs.

      4. Integrated circuits and system products for reduced instruction set computers and arithmetic logic units.

      5. Integrated circuits and system products for data communications.

      6. Integrated circuits and system products for digital TVs.

      7. Integrated circuits and module products controlled by flash memory.

      8. Integrated circuits and system products for multimedia applications.

      9. Integrated circuits and module products for analog circuit applications.

      10. Systems, as well as software and hardware integration services, for the aforementioned related products.

  • F401010 International trade

(Import and export trading related to the above products.)

  1. I301010 Information software services

  2. I501010 Product designing

  3. Article 2-1 : The Company may, through a resolution of the Board of Directors, become a limited liability shareholder of another company; the total amount of such investment shall not be subject to the 40% limit of the Company’s paid-in capital unless otherwise provided by the law.

  4. Article 3 : The Company establishes its head office in Hsinchu Science Park. If necessary, following resolution of the Board of Directors and approval by the competent authority, the Company may establish domestic/international branches.

  5. Article 4 : Deleted

Chapter II Shares

  • Article 5 : The Company’s total authorized capital is in the amount of 2 billion 500 million New Taiwan Dollars, divided into 250 million shares (which may include a total of 30 million shares that can be subscribed for employee stock options), with the denomination of each share in the amount of NT$10; of these, the Board of Directors is authorized to issue the unissued shares in installments. However, the total amount of the employee stock options actually issued shall conform to the securities issuance laws and regulations, and shall not exceed the statutory upper limit regarding the amount of such as a proportion of the total number of issued shares. The Company may issue registered shares or bearer shares in accordance with the securities issuance laws and regulations, provided that the total number of bearer shares shall not exceed one-half the total number of issued shares.

-37-

  • Article 5-1 : Where the Company issues employee stock warrants, if the exercise price is lower than the closing price for the Company’s common shares, the Company is required to obtain the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing a majority of the total issued shares. The Company is allowed to register multiple issues over a period of 1 year from the date of the shareholders resolution.

To transfer shares to employee at the price less than the average actual share repurchase price, the Company must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders meeting attended by shareholders representing a majority of total issued shares.

  • The Company may issue employee restricted shares in accordance with relevant securities laws and regulations, given the consent of at least two thirds of the voting rights present at a shareholders meeting attended by shareholders representing a majority of total issued shares. Such issuance may, upon resolution for such, be made in multiple applications within one year.

  • Article 6 : The Company’s share certificates shall be issued after being numbered, affixed with the signatures or seals of three or more directors, and then duly certified by the competent authority or an issuance registration institution approved thereby. When new shares are issued, the share certificates may be printed in a single consolidated certificate. For shares issued by the Company, the Company may be exempted from printing the share certificates for such shares provided that such shares are registered with the central securities depositary institution.

  • Article 7 : The share transfer and administration of shareholder service-related operations shall be handled in accordance with the Company Act, the Regulations Governing the Administration of Shareholder Services of Public Companies, and other laws and regulations.

  • Article 8 : If share certificates are lost or damaged, the matter shall be handled in accordance with the Company Act and other laws and regulations.

  • Article 9 : For each term, the entries in the shareholders' roster shall not be altered within the 60 days prior to a General Shareholders' Meeting convening date, nor within 30 days prior to a Special Shareholders’ Meeting convening date, nor within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonuses, or other benefits.

Chapter III Shareholders' Meetings

  • Article 10 : There are two kinds of shareholders' meetings in the Company:

  • General Shareholders' Meetings, which shall be held within six months after the closing of each fiscal year.

  • Special Shareholders’ Meetings, which shall be held in accordance with the relevant laws when necessary.

  • Article 11 : The chairperson shall act as the chair at the Shareholders’ meeting. In the event that the chairperson is on leave or unable to exercise his/her powers and authority for some reason, the vice chairperson shall act on his/her behalf; in the event that there is no vice chairperson, or that the vice chairperson is also on leave or unable to exercise his/her power and authority for some reason, the chairperson shall designate one director to act on his/her behalf; in the absence of such a designation, the directors shall elect from among themselves an acting chair. Where a Shareholders' Meeting is convened by a person other than a Director who has the right to call a meeting, the person having the right to convene a meeting shall act as the chair; in the event that there are two or more persons having the right to convene a meeting, they shall elect from among themselves an acting chair.

-38-

  • : Shareholders shall be informed of the meeting date, place, and agenda 30 days in advance

  • Article 12 of any General Shareholders’ Meeting and 15 days in advance of any Special Shareholders’ Meeting.

  • Article 13 : If a shareholder is unable to attend a shareholders' meeting, the shareholder may authorize a proxy to take part in the meeting on his/her/its behalf. Such a proxy shall, in accordance with the Company Act, be provided with a proxy letter stating the scope of authorization.

  • Article 14 : Except where they have no voting rights under the Company Act, each Company shareholder shall have one vote for each share in his/her possession.

  • Article 15 : Resolutions in the meeting of shareholders, unless otherwise provided in the Company Act, shall be decided by a majority of votes of attending shareholders, where the shareholdings of the attending shareholders constitute more than one-half the total number of shares issued.

  • Article 16 : Resolutions of the Shareholders' Meeting shall be recorded in the minutes, affixed with the signature or seal of the chair, and be distributed to all shareholders within 20 days after the meeting. The distribution of the minutes may proceed by means of public announcement.

Chapter IV Directors and Managers

  • Article 17 : The Company shall have from 7 to 9 directors, among whom the number of independent directors shall not be less than 3. The term of office for the directors shall be three years. Directors shall be elected by the Shareholders' Meeting from among the people with legal capacity, and may be re-elected. At least two of the independent directors in each term shall not exceed nine years in consecutive terms. In the event that no election of new directors is effected after expiration of the existing directors’ term, the out-going directors’ term shall be extended in accordance with the law until such time as new directors have been elected. When director seats vacant reach one third the total number of directors, the Board of Directors shall convene a Special Shareholders’ Meeting within 60 days for a by-election. The term of directors shall be limited to that need to fulfill the vacancy of the original or current directors. The Company may purchase liability insurance for directors during their terms.

  • Article 17-1 : The election of all Company directors shall adopt a candidate nomination system, and be handled in accordance with the laws and regulations as well as the competent authority’s relevant regulations.

  • Article 17-2 : The Company shall establish an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act so as to exercise the supervisory powers and authority prescribed by the Company Act, the Securities and Exchange Act, and other laws and regulations. The Audit Committee shall be composed of all independent directors, no less than three persons, and at least one of them shall possess accounting or financial expertise. Resolutions of the Audit Committee shall be adopted by a vote of one half or more of all current members.

  • The overall remuneration of all Company independent directors, except for Article 26-1 herein, regardless of operating profit or loss, may be determined by the Board of Directors in accordance with the degree of their operational participation, as well as taking into consideration the standards for other companies in the industry, within an upper limit of 0.05% of the net operating revenues of the previous fiscal year.

Article 18 : The Board of Directors shall be composed of the directors. The Board’s powers and authority shall be as follows:

  1. Discussing and formulating the business plan, as well as supervising the implementation of such.

  2. Putting forward proposals for earnings distribution and set-off of losses.

  3. Putting forward proposals for capital increase or decrease.

  4. Approving important rules, regulations, and contracts.

-39-

  1. Appointing and dismissing Company managers.

  2. Establishing, changing, and abolishing branches.

  3. Formulating budgets and final accounts.

  4. Other powers and authority bestowed in accordance with the Company Act and Shareholders' Meeting resolutions.

  5. Establishing various functional committees, and formulating the organizational rules of each functional committee. Article 19 : Chairperson shall be elected by a Board of Directors meeting attended by two-thirds of the directors, with the consent of more than half of attending directors. One vice chairperson may also be elected from among the Board in the same manner, depending on business needs. The chairperson shall represent the Company externally. Article 20 : Unless otherwise provided by the Company Act, the Board of Directors shall be convened by the chairperson. Resolutions by the Board of Directors, unless otherwise stipulated by the Company Act, shall be adopted by vote with more than half of directors in attendance and more than half of attending directors consenting. Article 21 : The chairperson shall act as the chair of the Board of Directors. In the event that the chairperson is on leave or unable to exercise his/her powers and authority for some reason, the vice chairperson shall act on his/her behalf; in the event that there is no vice chairperson, or the vice chairperson is also on leave or unable to exercise his/her powers and authority for some reason, the chairperson shall designate one director to act on his/her behalf or one shall be elected from among the directors. Directors shall attend Board of Directors meetings in person. In the event that a director is unable to attend for some reason, he/she may be represented by another director as his/her proxy. A director may receive appointment to act as the aforementioned proxy of one other director only. Article 22 : Deleted Article 23 : The appointment, discharge, duty, and remuneration of the Company’s managerial personnel shall be decided in accordance with Articles 29 and 31 of the Company Act. Article 24 : The managerial officers shall manage the Company's affairs in accordance with the resolutions of the Shareholders’ Meeting or the Board of Directors.

Charter V Accounting Article 25 : The fiscal year of the Company shall be from January 1 to December 31. Final settlements shall be done at the end of every fiscal year. Article 26 : The Company’s Board of Directors shall, in accordance with Article 228 of the Company Act, prepare the following statements and records at the end of each fiscal year and submit them to the Audit Committee for auditing 30 days prior to the General Shareholders’ Meeting, and the Audit Committee shall then issue a report to be submitted to the General Shareholders’ Meeting for recognition.

  1. Business report.

  2. Financial statements.

  3. Proposals for earnings distribution or set-off of losses.

Article 26-1 : When the Company has operating profits, the distribution of employees’ compensation and directors’ remuneration shall depend upon the profit status. The aforementioned employees’ compensation shall not include routine or fixed salary, nor allowances or bonuses. The aforementioned profit status shall refer to the pre-tax profit, which is the profit before distribution of remuneration is deducted. If the Company makes a profit in the current year, it shall set aside 8% to 20% thereof for employees’ compensation, and it may then set aside no more than 1% thereof for director remuneration. However, when the Company still has accumulated losses, it shall retain the amount required to compensate for the losses and first deduct such amount, before calculating any compensation or remuneration. In addition, the annual compensation or remuneration shall be a one-time distribution, which may be made in full in one payment or in installments.

-40-

Directors’ remuneration shall be paid in cash, while employees’ compensation shall be paid either in cash or in shares. Such eligible payees shall be defined as salaried employees for work actually performed, as well as formal salaried employees of domestic and foreign affiliated companies of which the Company directly holds 49% or more of shares; and consultants appointed by the Company required for routinely arranged work, and directors who serve concurrently in routine business and in full-time technical positions. When employees’ compensation is paid, the intended payees shall still be employees, unless due to recent transfer, dispatch, layoff, or dismissal from office, as initiated by the Company.

  • Article 27 : The Company’s shareholder dividends shall be distributed in cash or by shares. The distribution policy shall depend on the Company’s current and future investment environment, capital needs, domestic and foreign competition conditions, capital budget, and other factors. The cash dividend shall be not less than 30% of distributable earnings, taking into account as well shareholder interests, dividend balancing, the Company's longterm financial planning, etc., for which the distribution proposal shall be drawn up by the Board of Directors after the annual final accounts are settled and submitted to the Shareholders’ meeting. The Company's annual net profit shall be distributed in the following order:

  • Income tax obligation;

  • Offsetting accumulated deficits, if any

  • Legal reserve at 10% of net income after tax;

  • Allocation or reverse of special reserves as required by law

  • After deducting the respective amount specified from item 1 to 4, at least 80% of the remaining earning will be distributed, together with the undistributed earnings at the beginning of the period, and the capital surplus. However, if the total distribution divided by all the issued shares is less than NTD 0.1 per share, all the remaining and surplus shall not be distributed.

  • Article 28 : Deleted

Chapter VI Supplemental Provisions

Article 29 : The Company’s organizational code and bylaws shall be instituted separately. Article 30 : Any matter not provided for in these Articles of Incorporation shall be handled in accordance with the Company Act. Article 31 : These Articles of Incorporation were established on April 22, 1996. The first revision was made on February 16, 1997. The second revision was made on February 13, 1998. The third revision was made on February 23, 1998. The fourth revision was made on June 30, 1998. The fifth revision was made on June 10, 1999. The sixth revision was made on June 15, 2000. The seventh revision was made on May 30, 2002. The eighth revision was made on April 11, 2003. The ninth revision was made on June 1, 2004. The tenth revision was made on June 12, 2006. The eleventh revision was made on June 11, 2007. The twelfth revision was made on June 13, 2008. The thirteenth revision was made on June 10, 2009. The fourteenth revision was made on June 15, 2011. The fifteenth revision was made on June 15, 2012. The sixteenth revision was made on June 11, 2013. The seventeenth revision was made on June 17, 2015. The eighteenth revision was made on June 20, 2016.

-41-

3. Shareholdings of Directors

ITE Tech. Inc.

Shareholdings of Directors

  1. The statutory ratios and number of shares of the Company’s 10th directors are as follows:

Number of common shares issued by the Company: Statutory number of shares to be held by all directors:

161,080,124 shares 9,664,807 shares

  1. As of the book closure date of April 23 for the 2022 Annual Shareholders’ Meeting, the shareholdings of directors is as follows:

==> picture [461 x 198] intentionally omitted <==

----- Start of picture text -----

Number of shares Shareholding
Position Name
held Ratio (%)
Chairman Hu, Chun-yang 1,985,361 1.23
Director Lin, Hung-yao 513,699 0.32
Director United Microelectronics Corporation 13,959,978 8.66
Director Liu, Liang-chun 386,455 0.24
Independent director Hsu, Shih-fang 0 0
Independent director Huang, Yi-tsung 0 0
Independent director Chen, Shou-shan 0 0
Number and ratio of shares held by all Directors 16,845,493 10.45
----- End of picture text -----

Note 1: Independent Directors are not included in the directors’ shareholding.

  • Note 2: As the Company has set up an Audit Committee, the number of shares to be held by the supervisors does not apply.

-42-