ITE — AGM Information 2022

Jun 23, 2022

ITE Tech. Inc. 2022 Annual Shareholders’ Meeting Minutes (Translation)

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

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

Convening Methods: Physical shareholders’ meeting

Attendants: All shareholders and their proxy holders, representing 97,230,815 shares (among them, 17,812,989 shares voted via electronic transmission), or 60.36% of the total 161,080,124 outstanding shares (deducting 0 nonvoting share as required in Article 179 of the Company Act).

Directors present (via video conference): Hung-Yao Lin, Yun-Yu Chen, Liang-Chun Liu, Yi-Tsung Huang (Independent Director & the convener of the Audit Committee), Shih-Fang Hsu (Independent Director), ShouShan Chen (Independent Director)

Others present: CPA Yu-Ni Yang, Ya-Shu Hsu (Financial Director)

Chairman: Mr. Chun-Yang Hu, the Chairman of the Board of Directors

Minute Recorder: Kuei-Lan Fan

• Ⅰ . Chairman announced commencement. (The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum.)

Ⅱ . Chairman’s Address (omitted)

Ⅲ . Report Items

1. The business of 2021 (Annex 1)

Acknowledged

1. 2021 Audit Committee’s review report (Annex 2) Acknowledged

2. The issuance status of employee restricted shares Acknowledged

3. 2021 distributable compensation for directors and employees Acknowledged

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Ⅳ . Approval Items

1. 2021 business report and financial statements

Description: (1) The 2021 financial statements have been completed with the auditing and attestation by certified public accountants WanJu Chiu and Hsin- Min 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 and Annex 3 to Annex 12.

Voting Result: 97,230,815 shares were represented at the time of voting

firm. (2) For the business report, independent auditors' report, and financial statements in the preceding paragraph, please refer to Annex 1 and Annex 3 to Annex 12. Voting Result: 97,230,815 shares were represented at the time of voting	firm. (2) For the business report, independent auditors' report, and financial statements in the preceding paragraph, please refer to Annex 1 and Annex 3 to Annex 12. Voting Result: 97,230,815 shares were represented at the time of voting
(including 17,812,989 shares voted via electronic transmission)
Voting Results	％of the total represented sharepresent
Votes in favor: 96,128,599 votes (including16,710,773 shares voted via electronic transmission)	98.86%
Votes against: 42,085 votes (including42,085 shares voted via electronic transmission)	0.04%
Votes invalid: 0 votes	0.00%
Votes abstained: 1,060,131 votes (including1,060,131 shares voted via electronic transmission)	1.09%

Resolution: Approved and acknowledged as proposed by the Board of Directors.

2. 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.

Voting Result: 97,230,815 shares were represented at the time of voting (including 17,812,989 shares voted via electronic transmission)

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Voting Results	％of the total represented sharepresent
Votes in favor: 96,229,904 votes (including16,812,078 shares voted via electronic transmission)	98.97%
Votes against: 116,285 votes (including116,285 shares voted via electronic transmission)	0.11%
Votes invalid: 0 votes	0.00%
Votes abstained: 884,626 votes (including884,626 shares voted via electronic transmission)	0.90%

Resolution: Approved and acknowledged as proposed by the Board of Directors.

Ⅴ . Discussion Items

1. 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 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 down are summed and recognized as the Company’s other income.

• Voting Result: 97,230,815 shares were represented at the time of voting

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(including 17,812,989 shares voted via electronic transmission)

Voting Results	％of the total represented sharepresent
Votes in favor: 95,915,624 votes (including16,497,798 shares voted via electronic transmission)	98.64%
Votes against: 42,332 votes (including42,332 shares voted via electronic transmission)	0.04%
Votes invalid: 0 votes	0.00%
Votes abstained: 1,272,859 votes (including1,272,859 shares voted via electronic transmission)	1.30%

Resolution: Approved and acknowledged as proposed by the Board of Directors.

1. Amendments to the Articles of Incorporation

Description: The Comparison Table of the Original and the Amended Articles of Incorporation, please refer to Annex 14.

Voting Result: 97,230,815 shares were represented at the time of voting

2. Amendments to the Articles of Incorporation Description: The Comparison Table of the Original and the Amended Articles of Incorporation, please refer to Annex 14. Voting Result: 97,230,815 shares were represented at the time of voting	2. Amendments to the Articles of Incorporation Description: The Comparison Table of the Original and the Amended Articles of Incorporation, please refer to Annex 14. Voting Result: 97,230,815 shares were represented at the time of voting
(including 17,812,989 shares voted via electronic transmission)
Voting Results	％of the total represented sharepresent
Votes in favor: 89,057,764 votes (including9,639,938 shares voted via electronic transmission)	91.59%
Votes against: 6,871,843 votes (including6,871,843 shares voted via electronic transmission)	7.06%
Votes invalid: 0 votes	0.00%
Votes abstained: 1,301,208 votes (including1,301,208 shares voted via electronic transmission)	1.33%

Resolution: Approved and acknowledged as proposed by the Board of Directors.

Ⅵ . Extempore Motion : None

Ⅶ. Adjournment : Meeting ended at 09:21 am

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Ⅷ. 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

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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

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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

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3. Independent Auditors' Report on Consolidated Financial Statements

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4. Consolidated Balance Sheets

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5. Consolidated Statements of Comprehensive Income

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6. Consolidated Statements of Changes in Equity

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7. Consolidated Statements of Cash Flows

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8. Independent Auditors' Report on Parent Company Only Financial Statements

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9. Parent Company Only Balance Sheets

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10. Parent Company Only Statements of Comprehensive Income

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11. Parent Company Only Statements of Changes in Equity

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12. Parent Company Only Statements of Cash Flows

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13. Earnings Distribution Statement

ITE Tech. Inc. 2021 Earnings distribution Statement

Unit: NT$

	Unit: NT$	Unit: NT$
	Amount
Item
	Subtotal	Total
Beginning balance		233,658,758
Add: Earnings before tax for the current year	2,207,051,003 (401,165,260)
Less: Income tax expense
Net profit after tax for the current year	1,805,885,743 (69,608,205) (3,998,982)
Less: Disposal of financial assets at fair value through Other
Comprehensive income
Less: Actuarial loss for defined benefitplan
Amount of net profit after tax for the current period, plus the	1,732,278,556 (173,227,856)
amount of items other than the net profit after tax for the current
period that are recorded in undistributed earnings for the
current year
Less: Legal reserve appropriated		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)
		504,068,466
Ending undistributed earnings

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 down are summed and recognized as the Company’s other income.

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

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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

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	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	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	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	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
Articles No. Content Original Article AmendedArticle Article 10There are two kinds of shareholders' meetings in the Company: 1. General Shareholders' Meetings, which shall be held within six months after the closing of each fiscal year. 2. Special Shareholders’ Meetings, which shall be held in accordance with the relevant laws when necessary. There are two kinds of shareholders' meetings in the Company: 1. General Shareholders' Meetings, which shall be held within six months after the closing of each fiscal year. 2. Special Shareholders’ Meetings, which shall be held in accordance with the 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 27The 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 as shareholder interests, dividend balancing, the Company's long-term 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: 1. Income tax obligation; 2. Offsetting accumulated deficits, if any 3. Legal reserve at 10% of net income after tax; 4. Allocation or reverse of special reserves as required by law 5. After deducting the respective amount specified from item 1 to 4, at least 80% of the remaining earnings will be distributed, together with the undistributed earnings at 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 as shareholder interests, dividend balancing, the Company's long-term 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: 1. Income tax obligation; 2. Offsetting accumulated deficits, if any 3. Legal reserve at 10% of net income after tax; 4. Allocation or reverse of special reserves as required by law 5. After deducting the respective amount specified from item 1 to 4, at least 80% of the remaining earnings will be distributed, together with the undistributed earnings at	Content		Reasons for Amendment
	Original Article	AmendedArticle
	There are two kinds of shareholders' meetings in the Company: 1. General Shareholders' Meetings, which shall be held within six months after the closing of each fiscal year. 2. Special Shareholders’ Meetings, which shall be held in accordance with the relevant laws when necessary.	There are two kinds of shareholders' meetings in the Company: 1. General Shareholders' Meetings, which shall be held within six months after the closing of each fiscal year. 2. Special Shareholders’ Meetings, which shall be held in accordance with the relevant laws when necessary. Shareholders’Meetings can be held by	Amendment introduced to comply with regulations.
		means of visual communication network or
		other methods promulgated by the central
		competent authority.
	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 as shareholder interests, dividend balancing, the Company's long-term 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: 1. Income tax obligation; 2. Offsetting accumulated deficits, if any 3. Legal reserve at 10% of net income after tax; 4. Allocation or reverse of special reserves as required by law 5. After deducting the respective amount specified from item 1 to 4, at least 80% of the remaining earnings will be distributed, together with the undistributed earnings at	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 as shareholder interests, dividend balancing, the Company's long-term 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: 1. Income tax obligation; 2. Offsetting accumulated deficits, if any 3. Legal reserve at 10% of net income after tax; 4. Allocation or reverse of special reserves as required by law 5. After deducting the respective amount specified from item 1 to 4, at least 80% of the remaining earnings will be distributed, together with the undistributed earnings at	Amendment for the Company’s management of the operation.

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Articles No. Article 31	Content		Reasons for Amendment
	Original Article	AmendedArticle
	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.	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. 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 surplus 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.
	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.	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.The nineteenth revision was made on June 21, 2022.	Amendment Date added.

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