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ITEQ — AGM Information 2026
Apr 21, 2026
52533_rns_2026-04-21_863c96dd-7bd3-4cf3-b092-44c50ca6dc3d.pdf
AGM Information
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Ticker symbol: 6213
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Innovation, Teamwork, Excellence, Quality
ITEQ Corporation
2026 Annual General Shareholders’ Meeting Handbook
Time: 9:00 a.m. on May 27, 2026 (Wednesday) Location: No. 17, Daluge Rd., Xinpu Township, Hsinchu County 30544, Taiwan (R.O.C.) Meeting Type: Physical Shareholders’ Meeting
Notice to Readers:
For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.
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ITEQ Corporation
2026 Annual General Shareholders' Meeting Handbook
Table of Contents
| ITEQ Corporation 2026 Annual General Shareholders' Meeting Handbook Table of Contents |
ITEQ Corporation 2026 Annual General Shareholders' Meeting Handbook Table of Contents |
|---|---|
| Meeting Agenda | |
| I. | Reported Matters .................................................................................................................................. 4 |
| II. | Approval Matters ................................................................................................................................... 6 |
| III. | Discussion Matters ............................................................................................................................... 7 |
| IV. | Motions ...................................................................................................................................................... 7 |
| V. | Adjournment ........................................................................................................................................... 7 |
| Annex | Annex |
|---|---|
| I. | 2025 Business Report ......................................................................................................................... 8 |
| II. | Audit Committee's Review Report ............................................................................................. 12 |
| III. | 2025 Remuneration to Directors ................................................................................................ 13 |
| IV. | 2025 Independent Auditors' Report, Financial Statements, and Earnings |
| Distribution Proposal ....................................................................................................................... 14 | |
| Appendix | |
| I. | Articles of Incorporation ................................................................................................................. 29 |
| II. | Rules and Procedures of the Shareholders' Meeting ......................................................... 37 |
| III. | Shareholdings of Directors ............................................................................................................ 44 |
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ITEQ Corporation
2026 Annual General Shareholders' Meeting Agenda
Time: May 27, 2026 (Wednesday) at 9:00 am
Place: No. 17, Daluge Rd., Xinpu Township, Hsinchu County 30544, Taiwan (R.O.C.) Meeting Type: Physical Shareholders' Meeting
Chairperson: Chin-Tsai Chen
Call the Meeting to Order
Chairperson's Speech
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I. Reported Matters
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(I) 2025 Business Report.
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(II) Audit Committee's Review Report on the 2025 Financial Statements.
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(III) Distribution of Remuneration for Employees and Directors of 2025.
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(IV) Status of Distribution for Cash Dividends of 2025 Earnings.
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(V) Report on the Distribution of 2025 Directors Remuneration.
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II. Approval Matters
2025 Business Report, Financial Statements, and Earnings Distribution Proposal.
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III. Discussion Matters
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Proposal for Release the Prohibition on Directors from Participation in Competitive Business.
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IV. Motions
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V. Adjournment
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I. Reported Matters
Agenda 1
Subject: 2025 Business Report.
Explanation: Refer to Annex I (Page 8) for the 2025 Business Report.
Agenda 2
Subject: Audit Committee's Review Report on the 2025 Financial Statements. Explanation:
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(I) Refer to Annex II (Page 12) for the Audit Committee’s Review Report.
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(II) The Audit Committee convener shall present the review report.
Agenda 3
Subject: Distribution of Remuneration for Employees and Directors of 2025. Explanation:
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(I) Handled in accordance with Article 27 of the Articles of Incorporation.
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(II) The Company's 2025 profit before tax is NT$1,962,405,028 (profit before tax excluding directors’ and employees’ remuneration). The total amount provisioned for directors’ remuneration is NT$19,623,091 (1.0% of the profit before tax), and the total amount provisioned for employees’ remuneration is NT$78,492,361 (4.0% of the profit before tax). Among the employee remuneration, NT$3,924,619 (5% of the total employee remuneration) is allocated to frontline employees. All of the above amounts will be issued in cash and are consistent with the recognized expense.
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(III) The above amounts provisioned for remuneration were reviewed by the Compensation Committee on March 6, 2026 and approved by resolution of the Board of Directors on the same day.
Agenda 4
Subject: Status of Distribution for Cash Dividends of 2025 Earnings. Explanation:
- (I) According to Article 27-1 of the Articles of Incorporation, if all or part of the
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dividend or bonus is issued in cash, the Board of Directors is authorized to process such issuance following the approval of the majority of directors present in a meeting that is attended by two-thirds of the total number of Directors, with a report to be filed to the shareholders' meeting.
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(II) The total amount of cash dividend to be distributed is NT$1,090,401,654, at NT$3.0 per share, rounded down to a minimum of NT$1. The sum of fractional amounts ignored shall be recognized as other income of the Company.
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(III) This proposal has been approved by Board resolution, with authorization granted to the chairperson to further determine the ex-dividend record date, payment date, and other relevant matters. If the ratio of issuance changes due to a change in the number of outstanding shares following repurchase of shares by the Company, transfer or cancellation of treasury shares, conversion of convertible bonds, exercise of employee stock options, or other event that increases or decreases the number of shares, the chairperson is also authorized to handle such event.
Agenda 5
Subject: Report on Distribution of 2025 Directors Remuneration. Explanation:
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I. The policy, standard, and combination of remuneration paid by the Company to Directors and Independent Directors, and procedure to determine the remuneration and connection to operating performance and future risk:
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(1) The remuneration of the Company's Directors and Independent Directors shall be carried out in accordance with Articles 24 and 27 of the Articles of Incorporation. In addition to transportation allowances, if the Company records a profit for the fiscal year, up to 2% of such profit may be allocated as directors’ remuneration. The Board of Directors is authorized to determine the remuneration of all Directors, including Independent Directors, based on their level of participation in and contribution to the operations of the Company, in accordance with the levels generally practiced in the industry.
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(2) The Company regularly evaluates directors’ remuneration in accordance with the “Rules for Board of Directors’ Performance Evaluation and Procedures” and the “Rules for Director Remuneration.” The key evaluation criteria are as follows:
- Overall operating performance of the Company: annual revenue and profitability, soundness of financial structure, and effectiveness of major
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risk management and internal control operations.
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Directors’ positions and level of responsibility: whether serving as Chairperson of the Board, Vice Chairperson, or Chief Executive Officer (or General Manager), as well as the extent of supervisory responsibilities and governance risks undertaken.
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Participation and contribution to corporate operations: attendance rate and meeting participation, involvement in major operational decisions, and substantive contributions to strategic planning and significant investment projects.
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Additional responsibilities and risks assumed: whether acting as a guarantor for bank financing, or undertaking major projects or special governance responsibilities.
Based on the above evaluation factors, and primarily driven by the significant
increase in annual revenue and the growth rate of pre-tax net income—reflecting improved operating performance—directors’ remuneration increased by 58.8% compared to the previous year, accounting for 1.3% of net income after tax.
- II. For details of Remuneration to Directors, please refer to Annex III (Page 13) of this handbook.
II. Approval Matters
Subject: 2025 Business Report, Financial Statements, and Earnings Distribution Proposal. (Proposed by the Board of Directors)
Explanation:
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The Company's 2025 parent-company-only financial statement and consolidated financial statement have been audited and certified by CPA Chia-Chien Tang and YaLing Chen of KPMG Taiwan, for which an unmodified opinion has been issued. The Financial Statements together with Business Report and Earnings Distribution Proposal have been approved by the Board of Directors and the Audit Committee of the Company. The Audit Committee issued a review report.
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Please refer to Annex I (Page 8) & Annex IV (Page 14) for the 2025 Business Report, Independent Auditors' Report, Financial Statements, and Earnings Distribution Proposal.
Resolution:
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III. Discussion Matters
(Proposed by the Board of Directors)
Subject: Proposal for Release the Prohibition on Directors from Participation in Competitive Business.
Explanation:
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(I) According to Article 209 of the Company Act.
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(II) The Directors of the Company shown in the table below have invested in or operated other companies with their business scope same as or similar to that of the Company and serve as directors. However, if their participation in the operation benefits the Company’s diversified development and aligns with operational strategies, we can rely on their expertise and relevant experience. Provided that the Company’s interests are not harmed, we plan to request the shareholders’ meeting to approve releasing the Director from the noncompetition restriction.
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(III) Newly added relevant positions held currently as below:
| Title | Name | To holdpositions in other companies |
|---|---|---|
| Chairperson of the Board |
Chin-Tsai Chen (陳進財) |
Representative of Director, Phalanx Biotech Group Representative of Director, Phalanx Genomics Representative of Director, Gene & Stem Biomedical Company |
| Director | Hui-Fen Chan (詹慧芬) |
Representative Director of Raku Co., Ltd. |
- (IV) The proposal above is submitted for discussion.
Resolution:
IV. Motions
V. Adjournment
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Annex I.
2025 Business Report
I. Management Principles
- (1) Focusing on Advanced Electronic Materials and Continuously Expanding Application Domain
In 2025, global demand for advanced electronic materials continues to grow, particularly in fields such as AI servers, high-speed computing, new energy vehicles (NEVs), and data centers. Our company is committed to strengthening its offerings in high-frequency, low-loss materials; high-heat-resistant and highly reliable materials; and environmentally friendly, electronic-grade laminate materials. We are also actively expanding our global market share, enhancing partnerships with leading international firms, and solidifying our competitive edge.
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(2) Strengthening Supply Chain Management to Ensure Quality and Stable Supply Supply chain resilience has become a cornerstone of industrial competitiveness. Our company will further enhance supply chain quality management by overseeing raw material suppliers, controlling processes, and verifying products, all while adhering to testing standards and ensuring compliance with international regulations and customer requirements. Concurrently, we will introduce smart manufacturing technologies to enhance production efficiency and reduce costs, thereby providing a stable supply amid market fluctuations and improving overall competitiveness.
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(3) Seizing Market Growth Opportunities and Accelerating Technology Development and Deployment The global semiconductor and electronics markets are increasingly influenced by generative AI, electric vehicles, and the expansion of data centers. This trend is driving a surge in demand for high-performance computing and advanced materials for high-frequency, high-speed transmission. Our company is committed to enhancing our material technology development for applications such as AI computing chips, high-voltage fast-charging systems for electric vehicles, and broadband communications. In parallel, we will boost our presence and marketing efforts in the Asian and North American markets to better serve the needs of our global customers.
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(4) Advancing ESG Corporate Culture and Promoting Green Manufacturing and LowCarbon Supply Chains
As the global emphasis on environmental protection and sustainable operations intensifies, our company will continue to promote green manufacturing processes, adopt low-carbon production methods, and enhance supply chain management to ensure eco-friendly standards throughout the entire value chain, from raw materials to finished products. These efforts will enhance our sustainable competitiveness as an enterprise.
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II. Implementation Overview
- The Company’s consolidated operating revenue for 2025 reached NT$33.1 billion, representing a year-over-year increase of 12.66%. Global economic growth in 2025 continued to exhibit regional divergence. As major economies concluded their interest rate hike cycles and gradually assessed room for monetary easing, inflationary pressures eased, supporting a moderate recovery in economic activity. However, geopolitical risks, supply chain restructuring, and adjustments in trade policies remained sources of market uncertainty. Meanwhile, the application of generative AI continued to deepen, driving accelerated expansion in cloud computing and data centers. Steady growth in demand from the renewable energy sector further boosted market demand for advanced electronic materials and high-frequency, high-speed PCBs. The Company benefited from increased shipments of AI server and automotive electronic materials. Through product mix optimization and a higher proportion of high value-added products, both consolidated revenue and gross profit achieved double-digit growth. At the same time, strengthened cost control and operational efficiency contributed to further growth in operating income, with overall profitability outperforming the previous year.
III. Business Plan Implementation Results (Consolidated Statement)
| CurrencyUnit: NT$Thousand | CurrencyUnit: NT$Thousand | CurrencyUnit: NT$Thousand | CurrencyUnit: NT$Thousand |
|---|---|---|---|
| Item | 2024 | 2025 | YoY(%) |
| Operating Revenue | 29,377,677 | 33,098,283 |
12.66% |
| Operating GrossProfit | 3,689,962 | 4,784,526 |
29.66% |
| Net Operating Income | 1,350,667 | 2,382,746 |
76.41% |
| Non-operating Income and Expenses | (33,342) | (16,149) |
- |
| NetProfitAfter Tax | 821,787 | 1,510,219 | 83.77% |
| Net Profit Margin(%) | 2.80% | 4.56% | 1.76% |
IV. Performance of Operating Budget
The Corporation did not release its 2025 forecast, so there is no need to disclose the operating budget performance. However, the overall actual operating conditions and performance are generally in line with the Corporation's internal operating plan.
V. Profitability Analysis (Consolidated Statement)
| rofitability Analysis(Consolidated Statement) | ||
|---|---|---|
| Item | 2024 | 2025 |
| Return on Assets(ROA) (%) | 2.82 | 4.45 |
| Return on Equity (ROE) (%) | 4.10 | 7.21 |
| Ratio of Income to Paid-in Capital(%) | 37.21 | 65.61 |
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| Ratio of Net Profit Before Tax to Paid-in Capital(%) | 36.29 | 65.17 |
|---|---|---|
| Net Profit Margin(%) | 2.80 | 4.56 |
| Earnings Per Share After Tax(NT$) | 2.26 | 4.16 |
VI. Research Development Status
- (I) AI Computing and Infrastructure Materials R&D
Leveraging the explosive growth of generative AI and the global trend toward netzero emissions, ITEQ places “innovation” and “sustainability” at the core of its R&D, proactively positioning itself in advanced AI electronic materials. In response to the rapid doubling of AI server computing power, the demand for 800G/1.6T high-speed switches, and PCIe Gen6/Gen7 ultra-high-speed transmission, ITEQ provides solutions with ultra-low loss and superior signal integrity. To address the processing challenges of high layer count (HLC) boards under high-computing architectures, ITEQ has successfully developed a range of materials featuring low dielectric properties and low coefficient of thermal expansion (low CTE). These materials effectively ensure dimensional stability and mitigate warpage under high-temperature soldering conditions, thereby enhancing transmission reliability in high-density interconnect designs. Meanwhile, through close collaboration with leading global customers, ITEQ is proactively expanding into edge computing, 6G communications, and smart automotive applications, ensuring it remains at the forefront of next-generation highspeed computing architectures.
- (II) Key Process Technologies and Diverse Application Fields
In terms of technological innovation, the Company has successfully developed key PCB materials, including Low Loss Interlayer Build-Up Film (Low Loss IBF) and Resin-Coated Copper (RCC). Through its proprietary low-dielectric resin coating process, the Company achieves product miniaturization, ultra-low loss, and high thermal conductivity, precisely meeting future demands for high-speed, low-latency, and high-density circuit design. In addition, its strategic R&D achievements across various application fields are as follows:
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Consumer Electronics: Driven by AI technologies, the Company has introduced high-frequency, high-speed, and ultra-thin flexible substrates for AI smartphones, AI PCs (AIPC), and wearable devices (such as AI glasses), meeting the needs for device miniaturization and low-loss, high-speed signal transmission.
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Automotive Electronics: In response to trends in vehicle electrification and intelligentization, the Company has mass-produced highly reliable products with resistance to conductive anodic filament (CAF) and high glass transition temperature (High Tg), supporting demanding applications such as power battery
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advancements, autonomous driving (ADAS), and smart cockpits.
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Emerging Technologies: The Company is actively expanding into fields such as humanoid robotics, the low-altitude economy (e.g., drones), and biomedical engineering. It has also optimized flexible materials with specialized thickness specifications to build a diversified product portfolio, strengthening its competitive advantages and market moat.
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(III) Green R&D and Sustainable Development
ITEQ integrates ESG principles into the core of its operations, building a resilient governance framework. Its R&D direction aligns with the 2050 net-zero emissions target, and AI systems have been introduced to enhance R&D efficiency and production energy efficiency. At the same time, the Company collaborates closely with supply chain partners to develop low-carbon raw materials and optimize the carbon footprint across the entire product lifecycle. Through environmentally friendly processes and green technologies, ITEQ fulfills its corporate social responsibility and contributes steady momentum toward smart living and a sustainable future.
Chairperson of the Board: Chin-Tsai Chen Managerial Officer: Hsin-Hui Tsai Finance and Accounting Supervisor: Jung-Tsan Chou
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Annex II.
ITEQ Corporation
Audit Committee's Review Report
The Board of Directors has prepared and submitted to the undersigned, the Audit Committee of ITEQ Corporation, the 2025 financial statements (including consolidated and parent-company-only), business report, earnings distribution proposal thereof, wherein the 2025 financial statements have been reviewed by Chia-Chien Tang and Ya-Ling Chen, CPAs of KPMG Taiwan, and concluded with an audit report without reservation. The aforesaid financial statements, business report, earnings distribution proposal thereof have been examined by the Audit Committee with the opinion that they are not yet inconsistent, hence we hereby report the above in accordance with the provisions in the Taiwan Securities and Exchange Act and Taiwan Company Act for the review and approval of all our shareholders.
All the best,
ITEQ Corporation
2026 Annual General of Shareholders’ Meeting
Convener of the Audit Committee: Chen-En Ko
March 6, 2026
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Annex III.
ITEQ Corporation
2025 Remuneration to Directors
Unit: %, NT$ Thousand
| Job Title | Name | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Sum of A+B+C+D and ratio to net income (Note 3) |
Sum of A+B+C+D and ratio to net income (Note 3) |
Remuneration received bydirect | Remuneration received bydirect | Remuneration received bydirect | Remuneration received bydirect | ors for concurrent service as an employee | ors for concurrent service as an employee | ors for concurrent service as an employee | ors for concurrent service as an employee | Sum of A+B+C+D+E+F+G and ratio to net income (Note 3) |
Sum of A+B+C+D+E+F+G and ratio to net income (Note 3) |
Remuneration received from investee enterprises other than subsidiaries or from the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base compensation (A) |
Retirement pay and pension (B) (Note 1) |
Director profit sharing compensation (C) (Note 2) |
Expenses and perquisites (D) |
Salary, rewards, and special disbursements(E) |
Retirement pay and pension (F) (Note 1) |
Employee profit-sharing compensation (G) (Note 2) |
||||||||||||||||
| The Company | All Consolidated entities |
The Company | All Consolidated entities |
The Company | All Consolidated entities |
The Company | All Consolidated entities |
The Company | All Consolidated entities |
The Company | All Consolidated entities |
The Company | All Consolidated entities |
The Company | All Consolidated entities | The Company | All Consolidated entities |
|||||
| Amount in cash |
Amount in stock |
Amount in cash |
Amount in stock | |||||||||||||||||||
| Chairperson of the Board |
Chin-Tsai Chen | ─ | ─ | ─ | ─ | 4,907 | 4,907 | 20 | 20 | 4,927 033% |
4,927 033% |
4,496 | 4,496 | ─ | ─ | ─ | ─ | ─ | ─ | 9,423 0.62% |
9,423 0.62% |
None |
| Director | Hsin-Hui Tsai | ─ | ─ | ─ | ─ | 3,271 | 3,271 | 25 | 25 | 3,296 0.22% |
3,296 0.22% |
2,328 | 4,900 | ─ | ─ | 9,527 | ─ | 9,527 | ─ | 15,151 1.00% |
17,723 1.17% |
None |
| Director | WIN Semiconductors Corp. Representative: Ching-Chou Tseng |
─ | ─ | ─ | ─ | 1,635 | 1,635 | 25 | 25 | 1,660 0.11% |
1,660 0.11% |
─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | 1,660 0.11% |
1,660 0.11% |
None |
| Director | WIN Semiconductors Corp. Legal representative: Yun-An Yu |
─ | ─ | ─ | ─ | 1,635 | 1,635 | 25 | 25 | 1,660 0.11% |
1,660 0.11% |
─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | 1,660 0.11% |
1,660 0.11% |
None |
| Director | Hui-Fen Chan | ─ | ─ | ─ | ─ | 1,635 | 1,635 | 25 | 25 | 1,660 0.11% |
1,660 0.11% |
─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | 1,660 0.11% |
1,660 0.11% |
None |
| Sub-total | ─ | ─ | ─ | ─ | 13,083 | 13,083 | 120 | 120 | 13,203 0.87% |
13,203 0.87% |
6,824 | 9,396 | ─ | ─ | 9,527 | ─ | 9,527 | ─ | 29,554 1.96% |
32,126 2.13% |
None | |
| Independent Director |
Cheng-En Ko | ─ | ─ | ─ | ─ | 1,635 | 1,635 | 25 | 25 | 1,660 0.11% |
1,660 0.11% |
─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | 1,660 0.11% |
1,660 0.11% |
None |
| Zhao-Rong Yang | ─ | ─ | ─ | ─ | 1,635 | 1,635 | 25 | 25 | 1,660 0.11% |
1,660 0.11% |
─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | 1,660 0.11% |
1,660 0.11% |
None | |
| Po-Chiao Chou | ─ | ─ | ─ | ─ | 1,635 | 1,635 | 20 | 20 | 1,655 0.11% |
1,655 0.11% |
─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | 1,655 0.11% |
1,655 0.11% |
None | |
| Wei-Lung Chen | ─ | ─ | ─ | ─ | 1,635 | 1,635 | 20 | 20 | 1,655 0.11% |
1,655 0.11% |
─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | 1,655 0.11% |
1,655 0.11% |
None | |
| Sub-total | ─ | ─ | ─ | ─ | 6,540 | 6,540 | 90 | 90 | 6,630 0.44% |
6,630 0.44% |
─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | 6,630 0.44% |
6,630 0.44% |
None | |
| 1. Please describe the remunerati 2. Except for the i |
the remuneration distribution policy, system, standard, and structure of Independent Directors, and describe the connectivity with the amount of the ons of directors shall be determined by the Board of Directors according to their level of involvement in the Company's operations and the value of th nformation disclosed above,remunerationpaid for services rendered bydirectors of the Companyto all companies in the financial report(e.g.,those |
remuneration paid according to factors such as eir contributions, with reference to the usual sta servingas non-employee consultants)in the mo |
duties, risks assumed, and time invested: According to Article 24 of the Company's Articles of Incorporation, ndard of the industry. st recent fiscalyear: None |
Note 1. This is the retirement pension contributed according to law. No actual payment of the retirement pension was made in the most recent fiscal year.
Note 2. The earnings distribution for the year 2025 was approved with a resolution made by the Board of Directors on March 6, 2026. Specifically, it was authorized to distribute NT$19,623,000 as directors’ remuneration and NT$78,492,000 as employees’ remuneration. Besides, the report of the General Shareholders’ Meeting held in 2026 was submitted.
Note 3. Calculated per the net profit after-tax indicated in the parent-company only financial statements and the net profit attributable to the parent company for the year 2025, i.e., NT$1,510,219,000, as shown in the consolidated financial statements.
Regarding directors’ and employees’ remuneration for the year 2025, the proposed amounts to be distributed in 2026 are calculated based on the actual distribution ratios applied in 2025 for the allocation of 2024 earnings (for reference only).
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Annex IV.
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KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
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ITEQ Corporation
2025 Earnings Distribution Proposal
| ITEQ Corporation 2025 Earnings Distribution Proposal |
ITEQ Corporation 2025 Earnings Distribution Proposal |
|---|---|
| CurrencyUnit: NT$ | |
| Item | Amount |
| Unappropriated retained earnings, Dec. 31, 2024 | 4,310,476,740 |
| Netprofit for 2025 | 1,510,218,519 |
| Add: Remeasurements of defined benefit plans recognized in retained earnings |
2,488,732 |
| The net profit of 2025 and the items other than net profit of 2025 but are included in unappropriated retained earnings of 2025 |
1,512,707,251 |
| Less: 10% legal reserve | (151,270,725) |
| Retained earnings in 2025 available for distribution | 5,671,913,266 |
| Distributable item: | |
| Cash dividends to common shareholders (NT$3.0per share) |
(1,090,401,654) |
| Unappropriated retained earnings, Dec. 31, 2025 | 4,581,511,612 |
Notes:
-
The dividend distribution is calculated based on 363,467,218 shares eligible for dividend entitlement as of the Board of Directors’ resolution on March 6, 2026.
-
Cash dividends to shareholders are primarily distributed from the net profit for 2025.
Chairperson of the Board: Chin-Tsai Chen Managerial Officer: Hsin-Hui Tsai Finance and Accounting Supervisor: Jung-Tsan Chou
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Appendix I.
ITEQ Corporation
Articles of Incorporation
Chapter I General Provisions
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Article 1 The Corporation shall be incorporated, as a company limited by shares, under the Company Act, and its name shall be ITEQ Corporation in Chinese, and ITEQ Corporation in English.
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Article 2 The scope of business of the Corporation shall be as follows: I. Manufacturing, processing and trading of semi-finished and finished products for electronic materials for multilayer printed circuit board and copper clad laminates.
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II. Import and export trade of manufacturing equipment of products aforementioned in the preceding paragraph.
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III. CC01080 Manufacturing electronic parts and components. IV. F119010 Wholesale of electronic materials V. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 3 The Corporation shall have its head office in Hsinchu County, Taiwan, Republic of China, and may establish branches at home or abroad, if necessary, by resolution of the Board of Directors.
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Article 4 Public announcements of the Corporation shall be made in accordance with Article 28 of the Company Act.
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Article 4-1 The total amount of the Corporation's external reinvestments may exceed 40% of the paid-in capital, as resolved by the Board of Directors.
Chapter II Shares
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Article 5 The Corporation's capital is NT$5 billion (including NT$50 million in employee stock warrants), divided into 5 billion shares at NT$10 per share. The unissued shares are authorized to be issued by the Board of Directors in several tranches.
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If the Corporation intends to cancel a public offering, the Corporation shall not proceed with such cancellation until a resolution of the shareholders' meeting has been passed, in addition to the approval of the Board of Directors.
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Article 5-1 The Corporation may issue employee stock option certificates at a price lower than the closing price of the Corporation's stock on the date of issuance or transfer them to employees at a price lower than the average price of actual purchases of treasury stock, provided that two-thirds of the shareholders present, representing a majority of the total number of shares outstanding, approve the transfer. The Corporation's treasury stock acquired under the Company Act may be transferred to the employees parents or subsidiaries of the Corporation who meet certain criteria.
The Corporation's employee stock option certificates are issued to those employees of parents or subsidiaries of the Corporation who meet certain
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criteria.
Where the Corporation issues new shares, the employees eligible for share subscription shall include the employees of parents or subsidiaries of the Corporation who meet certain criteria.
The Corporation's restricted stock awards are issued to those employees of parents or subsidiaries of the Corporation who meet certain criteria.
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Article 6 The Corporation's shares are registered securities, in which the signed shares need to be signed or sealed by the director(s) of board representing the Corporation and certified by a competent authority or its authorized issuer prior to being issued. The Corporation may also be exempted from printing any share certificate for the shares issued, but the Corporation shall appoint a centralized securities custody enterprise/ institution to make recordation of the issue of such shares.
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Article 7 Shareholders shall provide on file their specimen chop to the Corporation for recordation and use the same specimen chop to claim dividends and bonuses or exercise the rights thereof. The transfer, gift, establishment and termination of pledge right, loss, damage or other matters of shares shall be handled in accordance with the Taiwan "Regulations Governing the Administration of Shareholder Services of Public Companies" and the relevant laws and regulations.
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Article 8 The Corporation shall not handle any requests for transfers of shares within 60 days prior to the regular shareholders' meeting, 30 days prior to the special shareholders' meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other interests.
Chapter III: Shareholders' Meetings
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Article 9 The Corporation's shareholders' meetings are of two kinds listed below: I. Regular shareholders’ meeting: to be held within six months after the end of each fiscal year.
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II. Special shareholders’ meeting: to be held when necessary, in accordance with the relevant laws and regulations.
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Article 10 The shareholders' meetings shall be presided by the Chairperson of the Board. If the Chairperson of the Board of Directors is absent from office or unable to perform his or her duties and responsibilities for any reason, the Vice Chairperson of the Board of Directors shall act on his or her behalf. If the Vice Chairperson of the Board of Directors is absent from office or unable to perform his or her duties and responsibilities for any reason, he or she shall designate one of the Directors to act on his or her behalf. In the event that no such person is appointed, the Directors of the Board shall appoint one from amongst themselves.
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Article 11 Notice shall be given to the shareholders at least 30 days prior to a regular shareholders' meeting, and at least 15 days prior to special shareholders' meeting, stating the date, place, and purpose of convening the meeting. The Corporation's shareholders' meeting may be held by means of video conference or other methods promulgated by the central competent authority. The requirements, procedures, and other rules to be complied with when holding a shareholders' meeting via video conference shall be subject to the provisions set forth by the competent authority in charge of securities affairs.
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Shareholders who participate in the shareholders' meeting via video conference shall be deemed to be present in person; the Corporation shall obtain video conference services from an outside provider.
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Article 12 The following matters of the Corporation shall be resolved by shareholders’ meetings:
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I. The amendments to the Articles of Incorporation.
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II. The increase/decrease in the Corporation's total capital.
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III. The combination with or acquisition of other corporations.
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IV. Discretionary management
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V. The dissolution or liquidation of the Corporation.
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VI. Election of Directors of the Board
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VII. The amendments to shareholders' stock dividends and the percentage of employees' compensation.
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VIII. Other matters to be resolved by shareholders’ meetings according to any other law or regulation.
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Article 13 If the shareholders cannot attend the shareholders' meeting for reasons, they shall issue the Corporation printed and distributed letters of entrustment indicating the scope of authorization to entrust agents to attend in accordance with the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholders' Meeting of Public Companies" issued by the competent authority. The voting power at a shareholders' meeting may be exercised by way of electronic means. Attendance via electronic means is deemed to be attendance in person, and the related matters thereof shall be handled in accordance with the relevant laws and regulations.
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Article 14 Unless otherwise provided for by laws and regulations, each shareholder of the Corporation shall have one vote per share.
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Article 15 Unless otherwise provided for in the Company Act, resolutions shall be adopted by a large majority representing over one-half of the votes at a meeting attended by shareholders representing a majority of the total number of issued shares. Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes, specifying the date and place of the meeting, the number of shareholders present, the number of shares represented, the number of voting rights, the name of the meeting chairperson, the resolution items and the resolution methods thereto. The meeting minutes shall be signed or sealed by the Chairperson of Board or shareholders' meeting chairperson, and shall be retained on the Corporation's Board of Directors together with the attendance book and sign-in cards of the attending shareholders and letters of authorization for attendance. The meeting minutes shall be distributed to shareholders within 20 days after the meeting, the distribution of which may be made by public announcement.
Chapter IV Directors of Board, Audit Committee and Managerial Officers
- Article 16 The Corporation shall have seven to ten Directors, and the number of Directors shall be determined by the Board of Directors.
Elections of the Corporation's Directors shall be conducted in accordance with
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the candidate nomination system set out in Article 192-1 of the Company Act. The Directors shall be elected from the director nominees listed in the roster of Director candidates at the shareholders' meeting. The method and announcement of director candidate nomination shall be processed in accordance with the relevant laws and regulations of the Company Act and the Securities and Exchange Act. The election of independent directors and non-independent directors shall be held concurrently, provided that the number of independent directors and non-independent directors elected shall be calculated separately.
Directors shall hold office for three years; re-elected Directors are entitled to serve consecutive terms.
The directors shall comply with the rules of the securities competent authority concerning minimum share ownership.
The Corporation may purchase liability insurances for the Directors of the Board to protect them against potential liabilities arising from performing their duties within their executive business scopes in accordance with the law, and authorize the Board of Directors to purchase said liability insurances in connection therewith.
- Article 16-1 Among the prior number of Directors of the Board, the number of Independent Directors shall be no less than 3 and one-fifth of the number of seats of Directors.
The professional qualifications, restrictions on shareholdings and concurrent positions held, the method of nomination election of the independent directors, and other related matters to abide by shall comply with applicable laws and regulations prescribed by the security’s competent authority.
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The Corporation shall have an Audit Committee pursuant to Article 14-4 of the Securities and Exchange Act, which shall consist of all Independent Directors, no less than three in number, one of whom shall be the committee convener and at least one of whom shall have accounting or financial expertise.
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Article 17 (deleted) Article 18 The Corporation's Board of Directors shall have a Chairperson and may have a Vice Chairperson, who shall be elected by the Directors from amongst themselves. The Chairperson of the Board shall preside the Board meetings externally represent the Corporation.
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Article 19 A meeting of the Board of Directors shall be convened by the Chairperson of the Board. Said meeting shall be presided over by the Chairperson of the Board of Directors. If the Chairperson of the Board is unable to convene said meeting for any reason, the Vice Chairperson of the Board of Directors shall do so on his or her behalf. However, if the Vice Chairperson of the Board of Directors is unable to convene said meeting within 7 days from the date when said meeting is necessary or is unable to exercise his or her authority for any reason, one of the Directors designated in advance by the Chairperson of the Board of Directors shall do so on his or her behalf, or if no such person is designated, one of the Directors shall be elected from amongst themselves to convene said meeting.
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In the event of a video conference for said meeting, Directors attending said meeting by video are deemed to be attending in person. If a director is unable to attend a board meeting in person for any reason, he/she may appoint another Director to act as on his/her behalf by issuing a letter of authorization and listing the scope of authority for convening the meeting. A Director may only be appointed to act on behalf of one other Director.
In convening a meeting of the Corporation's Board of Directors, a notice shall be given to each director 7 days in advance of the scheduled meeting date. But in case of emergency, said meeting may be convened at any time.
The preceding notice to convene said meeting shall be delivered to each Director via mail, email, or fax.
Article 20 A meeting of the Board of Directors shall be held quarterly by Directors thereof, with functions and duties as follows:
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I. Resolving domestic and foreign investment proposals.
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II. Preparing and amending the Corporation's important statutes and organization regulations.
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III. Electing the Chairperson and Vice Chairperson of the Board of Directors.
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IV. Approving the appointment and dismissal of the General Manager and Deputy General Manager.
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V. Examining and approving budgets and final accounts.
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VI. Making decisions on matters regarding loans.
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VII. Recommending to the shareholders' meeting proposals for amendments to the Articles of Incorporation, change in capital, dissolution, or merger of the Corporation.
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VIII. Recommending the shareholders' meeting the proposals for distribution of profits and covering of losses.
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IX. Resolving the distribution of cash dividends.
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X. Selecting certified public accountants.
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XI. Performing other functions and duties conferred by the Company Act or by the resolutions made at the shareholders' meeting.
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XII. Establishing and abolishing branches.
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XIII. Being entitled to establish auditing, nomination, risk management committees or other functional committees for the needs of business operations.
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XIV. Formulating operating policies, reviewing and supervising the implementation of business plans.
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XV. Convening shareholders' meetings.
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XVI. Other functions and duties conferred by the provisions prescribed by the Company Act or by the shareholders at the shareholders' meeting.
Article 21 Except as otherwise provided by the Company Act, a resolution of the Board of Directors shall be adopted by a majority of the Directors present at a board meeting, occupying more than half seats of the Board of Directors. However,
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the following matters shall be subject to the approval of two-thirds of the Directors present at a board meeting, occupying more than half seats of the Board of Directors.
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I. Resolving domestic and foreign investment proposals. II. Examining and approving budgets and final accounts.
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III. The provisions relating to minutes of shareholders' meeting are applicable, mutatis mutandis, to the meeting minutes of the Board of Directors.
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Article 22 (Deleted)
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Article 23 (Deleted)
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Article 24 The Board of Directors is authorized to decide the compensation to all Directors based on the degree of their participation in and contribution to the operations of the Corporation and referred at a rate consistent with general practices in the industry.
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Article 25 The Corporation may have several managerial officers. Their appointment, dismissal, and compensation shall be subject to Article 29 of the Company Act.
Chapter V: Accounting
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Article 26 The Corporation's fiscal year shall commence on January 1 and end on December 31 of each year. Upon closing of each fiscal year, the Board of Directors shall prepare the following tables and documents and submit the same for adoption at the annual general shareholders' meeting according to the law:
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I. Business report.
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II. Financial statements.
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III. Proposals for earnings distribution or deficit compensation distribution of profits and covering of losses.
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Article 27 In case the Corporation makes a profit during a fiscal year, no less than 2% of such profit shall be appropriated as employees’ compensation. Of the aforementioned amount of employees’ compensation, no less than 5% shall be allocated to grassroots employees. The Board of Directors shall resolve whether to distribute said compensation in shares or cash. Recipients of said compensation may include the employees of parents or subsidiaries of the Corporation who meet certain criteria. The Board of Directors is authorized to determine the criteria and the method of distribution. The Corporation allows the Board of Directors to set aside no more than 2% of the amount of the foregoing profit as Directors’ compensation. The proposal of distributing employees' and Directors' compensation shall be reported to the shareholders' meeting.
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However, if the Corporation still has accumulated losses, it shall pre-reserve the amount to offset the loss and then set aside the compensation of employees and Directors in accordance with the percentages in the preceding paragraph.
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Article 27-1 If the Corporation's earnings are present after the closing of a fiscal year, they shall be distributed in accordance with the following order:
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I. Payment of taxes required by law.
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II. Offsetting the accumulated losses.
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III. Setting aside 10% of said earnings as legal reserve. Where such legal reserve amount is equivalent to the total paid-in capital, this provision shall not apply.
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IV. Appropriating or reversing the special reserve as provided by laws or by competent authority regulations.
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V. Except for discretionary retention of earnings, the remaining balance, together with the accumulated undistributed earnings, shall be resolved by the shareholders' meeting after the Board of Directors has prepared a proposal for the distribution of earnings.
When setting aside the surplus reserve according to law, for any insufficient amount for the "cumulative amount of net increase in fair value of investment properties" and "cumulative amount of net decrease in other equity”, a special reserve of the same amount shall be set aside from the undistributed retained earnings of the previous period prior to the distribution of earnings. If there is still any insufficient amount, allocate it from the amount of the after-tax net profit for the period, plus items other than after-tax net profit for the period, that are included in the undistributed earnings of the period.
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The Corporation is in a growth phase, so the amount of dividends to shareholders will be determined by taking into account factors, such as the Corporation's current and future investment environment, capital requirements, domestic and international competition, and future capital expenditures and working capital planning, as well as the interests of shareholders and balancing dividends with the Corporation's long-term financial planning, wherein no less than 20% of the earnings to be distributed shall be cash dividends.
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The Corporation authorizes the distributable dividends and bonuses, or legal reserve and special reserve, specified in paragraph 1 of this Article, 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’ meeting without the need to request for ratification by shareholders.
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Article 28 The distribution of dividends to shareholders shall be limited to those shareholders whose names appear on the shareholders' list five days prior to the record date on which the dividend and bonus are determined to be distributed.
Chapter IV Supplemental Provisions
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Article 29 The Corporation may provide endorsement and guarantee and act as a guarantor in accordance with government regulations.
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Article 30 Any matters not covered by these Articles of Incorporation shall be governed by the provisions of the Company Act.
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Article 31 (deleted) Article 32 These Articles of Incorporation were formulated by the promotors’ meeting with the consent of all the promotors on March 24, 1997 and come into force on the date of approval and registration by the competent authority. The 1st amendment was made on August 11, 1997.
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The 2nd amendment was made on July 9, 1998. The 3rd amendment was made on June 16, 2000. The 4th amendment was made on July 25, 2000. The 5th amendment was made on May 25, 2001. The 6th amendment was made on December 28, 2001. The 7th amendment was made on June 12, 2002. The 8th amendment was made on October 22, 2002. The 9th amendment was made on June 12, 2003. The 10th amendment was made on February 13, 2004. The 11th amendment was made on May 4, 2004. The 12th amendment was made on June 16, 2005. The 13th amendment was made on June 15, 2006. The 14th amendment was made on June 15, 2007. The 15th amendment was made on June 13, 2008. The 16th amendment was made on June 16, 2009. The 17th amendment was made on June 18, 2010. The 18th amendment was made on June 17, 2011. The 19th amendment was made on June 6, 2012. The 20th amendment was made on June 14, 2013. The 21st amendment was made on June 18, 2015. The 22nd amendment was made on June 15, 2016. The 23rd amendment was made on June 15, 2018. The 24th amendment was made on June 13, 2019. The 25th amendment was made on June 16, 2020. The 26th amendment was made on July 2, 2021. The 27th amendment was made on June 14, 2022. The 28th amendment was made on May 26, 2025.
Effective from the resolution of the shareholders' meeting, and upon amendment.
ITEQ Corporation
Chairperson of the Board: Chin-Tsai Chen
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Appendix II.
ITEQ Corporation
Rules and Procedures of the Shareholders' Meeting
Adopted by the shareholders' meeting held on June 14, 2022.
1 Purpose
These Rules and Procedures are established in order to provide for compliance with the convening, procedures, resolutions and records related to the shareholders’ meetings (“Meeting”) held by the Corporation and to comply with the provisions of relevant laws and regulations.
2 Applicable Scope
Unless otherwise prescribed by relevant laws and regulations, the Corporation shall duly convene the Meetings in accordance with these Rules and Procedures, including matters relating to the convening, proceedings, resolutions and minutes of the Meetings.
3 Operating Rules
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3.1 Convening of the Meetings
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3.1.1 If the Meeting is convened by the Board of Directors, the one presiding over the Meeting shall be the chairperson of the Board of Directors. If the chairperson of the Board of Directors is absent from work or is unable to perform his/her duties for any reason, the chairperson of the Board of Directors shall designate a director to act on his/her behalf. If the chairperson of the Board of Directors does not designate such a person, the Directors shall elect one of them from amongst themselves to act on his/her behalf. If the Meeting is convened by a person with the authority to convene other than the board of directors, such person shall act as the chairperson to preside over that meeting.
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3.1.2 The Meeting shall be held in the city or county where the Corporation is located or at any other place that is convenient for the shareholders to attend and appropriate to convene such Meeting, and shall commence at a time no earlier than 9:00 a.m. And no later than 3:00 p.m.
The restrictions on the place of the Meeting shall not apply when the Corporation convenes a virtual-only Meeting.
- 3.1.3 Shareholders’ meeting may be held with virtual conferencing or other methods promulgated by the central competent authority. The shareholders meeting held with virtual conferencing shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites,
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procedures, and other compliance matters.
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3.1.4 Changes to how the Corporation convenes its shareholders meeting shall be resolved by the Board of Directors, and shall be made no later than mailing of the shareholders’ meeting notice.
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3.2 Attendance of the Meetings
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3.2.1 Shareholders or their proxies (collectively "shareholders") attending the Meeting shall sign in and the sign-in procedure shall be replaced by submitting their signin cards. The calculation of the number of shares present shall be based on the sign-in cards submitted by the shareholders and the shares checked in on the virtual meeting platform. Those shares whose votes are exercised by correspondence or electronically.
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3.2.2 Attendance and voting at shareholders' meetings shall be based on shares.
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3.2.3 The Corporation may appoint the retained attorney(s)-at-law, certified public accountant(s) or relevant personnel attend the Meeting as non-voting delegates. Staff at the Meetings shall wear identification badges or arm badges.
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3.2.4 ln the event of a virtual shareholders’ meeting, shareholders wishing to attend the Meeting online shall register with the Corporation two days before the meeting date.
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3.2.5 When the Corporation convenes a hybrid shareholders’ meeting, if shareholders who have registered to attend the Meeting online in accordance with preceding paragraph decide to attend the physical shareholders’ meeting in person, they shall revoke their registration two days before the shareholders’ meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders’ meeting online.
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3.2.6 For virtual shareholders’ meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the Meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person. The Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the Meeting starts, and keep this information disclosed until the end of the meeting.
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3.2.7 When convening a virtual-only shareholders' meeting, the Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholder meeting online.
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3.3 Proceedings and Resolutions of the Meeting
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3.3.1 The chairperson shall call the Meeting to order at the appointed meeting time and disclose information concerning the total number of issued shares are present, said nonvoting shares and number of shares presented by shareholders attending the meeting. However, when the attending shareholders not represent a majority of the total number of issued shares, the chairperson may declare 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, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted in accordance with the provisions of the Company Act. Upon passing of the preceding tentative resolution, if the attending shareholders or proxies represent a majority of the total number of issued shares, the meeting chairperson may resubmit said tentative resolution to the Meeting for a vote.
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3.3.2 During the Corporation’s virtual shareholders' meeting, when the Meeting is called to order, the total number of shares represented at the Meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the Meeting and a new tally of the votes is released during the Meeting.
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3.3.3 The agenda for the Meeting shall be set by the Board of Directors if such Meeting is convened by the Board of Directors. Unless otherwise resolved by a resolution at the Meeting, the Meeting shall be carried out in accordance with the scheduled agenda. The preceding paragraph shall apply mutatis mutandis to the Meeting convened by any person other than the Board of Directors, with the authority to convene such Meeting. The chairperson shall not adjourn the Meeting until the proceedings (including extraordinary motions) scheduled in the preceding agenda are completed unless a resolution is duly resolved in the Meeting. Upon the adjournment of the Meeting, the shareholders are not entitled to elect another chairperson to continue the Meeting at the same place or another venue; however, if the prior meeting chairperson violates these rules and procedures and adjourns the Meeting, another chairperson may be elected by a majority of the voting rights of the shareholders present to continue the Meeting.
Election or dismissal of Directors; amendment to the Articles of Incorporation; capital reduction; application for halting public offering; permission for Directors to compete with the Corporation; capitalization of retained earnings; capitalization of capital reserves; dissolution, merging or demerger of the Corporation; or any matter under Article 185, paragraph 1 of the Company Act; Article 26-1 and Article 43-6 of the Securities and Exchange Act; Article 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the Meeting. None of the above matters may
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be raised by an extraordinary motions.
A shareholder holding 1% or more of the total number of issued shares may submit a proposal to the Corporation for discussion at the regular Meeting, limited to only one proposal, and if the number of proposals submitted exceeds one, they shall be all excluded from the agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act applies to a proposal put forward by a shareholder, the Board of Directors may exclude said proposal from the agenda. A shareholder may propose a recommendation for urging the Corporation to promote the public interest or fulfill its social responsibilities, procedurally limited to only one proposal persuasive to Article 172-1 of the Company Act, and if the number of proposals submitted exceeds one, they shall be all excluded from the agenda.
The order of discussion and voting on each of the proposal proposed by the shareholders in the extraordinary motions shall be determined by the chairperson.
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3.3.4 Before speaking, an attending shareholder or his/her proxy must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account, name. The order in which shareholders speak will be determined by the chairperson. A shareholder or one with his/her authorization who has submitted a speak’s slip but does not actually speak shall be deemed to have not spoken. If there is any discrepancy between the contents of the shareholder's speech and the subject given on the speaker’s slip, the contents of the speak shall prevail. When an attending shareholder is speaking, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the chairperson and said speaking shareholder; the chairperson shall stop any such violations.
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3.3.5 No shareholder or one with his/her proxy may speak more than twice on the same proposal, and each time for not more than five minutes, without the consent of the chairperson. The chairperson may terminate the speech of any shareholder that is in violation of the preceding provisions or exceeds the scope of the agenda item.
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3.3.6 When a juristic person is appointed to attend as proxy, it may designate only one representative to attend said Meeting. When a juristic person shareholder appoints two or more representatives to attend a Meeting, only one representative of them is allowed to speak for the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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3.3.7 After a shareholder present speaks on the floor; the chairperson may respond
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either in person or designate relevant personnel to reply. Where a virtual shareholder meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chairperson declaring the Meeting open until the chairperson declaring the Meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 3.3.4. to 3.3.6. do not apply. As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
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3.3.8 When the chairperson considers that the discussion on a proposal has reached the point where a vote can be taken, the chairperson may announce that the discussion has ceased and a vote is taken. The result of a vote shall be announced on-site and recorded in writing. When the Corporation convenes a virtual shareholders' meeting, after the chairperson declares the meeting open, shareholders attending the Meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chairperson announces the voting session ends or will be deemed abstained from voting. In the event of a virtual shareholders’ meeting, votes shall be counted at once after the chairperson announces the voting session ends, and results of votes and elections shall be announced immediately.
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3.3.9 The chairperson shall designate the person(s) to monitor the votes and count the votes, but the person(s) to monitor the votes shall be a shareholder and the results of the voting shall be reported on the site and recorded.
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3.3.10 During the Meeting, the chairperson may announce a break at his/her discretion.
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3.3.11 Unless otherwise provided in the Company Act and the Corporation's Articles of Incorporation, a proposal resolution is adopted by a majority of voting rights owned by the shareholders or proxies present at the meeting. During a vote, for each proposal the chairperson or his/her designated person shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. The results of each proposal, based on the numbers of votes for and against and number of abstentions shall be entered into the market observation post system on the same day after the Meeting.
In the event of a virtual shareholders’ meeting, the Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chairperson has announced the Meeting adjourned.
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3.3.12 If there is an amendment or an alternative to a proposal, the chairperson shall put them together and determining the voting order therein. If one of them is adopted, the others shall be deemed to be rejected and no further vote is required.
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3.3.13 The chairman may direct proctors (or security personnel) to assist in maintaining the order at the meeting place. Said proctors (or security personnel) shall wear arm badges marked "proctor" while assisting in maintaining the order at the meeting place.
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3.3.14 When the Corporation convenes a virtual-only Meeting, both the chairperson and secretary shall be in the same location, and the chairperson shall declare the address of their location when the Meeting is called to order.
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3.3.15 ln the event of a virtual shareholders’ meeting, when declaring the Meeting open, the chairperson shall also declare, unless under a circumstance where a Meeting is not required to be postponed to or resumed at another time under Article 4420, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual Meeting is obstructed due to natural disasters, accidents or other force majeure events before the chairperson has announced the Meeting adjourned, and the obstruction continues for more than 30 minutes, the Meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
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3.3.16 For a Meeting to be postponed or resumed as described in the preceding paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders’ meeting and have successfully signed in the Meeting, but do not attend the postpone or resumed session, at the affected shareholders’ meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session. Shareholders who have not registered to participate in the affected shareholders video conference shall not attend the postponed or resumed session.
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3.3.17 When the Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in the preceding paragraph, if the total number of shares represented at the Meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting, still meets the minimum legal requirement for a shareholder meeting, then the shareholders’ meeting shall continue, and not postponement or resumption thereof.
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3.3.18 Under the circumstances where a Meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual
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shareholders' meeting shall be counted towards the total number of shares represented by shareholders present at the Meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
3.4 Election Matters of Shareholders' Meeting
In the event of an election of directors at a shareholders' meeting, the election shall be conducted in accordance with the relevant election regulations of the Corporation and the election results shall be announced on site, including a list of newly elected directors and the number of voting rights they obtained, together with a list of those failed to be elected and their number of voting rights obtained.
The ballots shall be sealed with the signatures of the ballot 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.
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3.5 Meeting Minutes
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3.5.1 The Corporation shall record on audio or video the entire Meeting and keep it for at least one year.
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3.5.2 Where a shareholders meeting is held online, the Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by the Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
4 These Rules and Procedures shall be implemented upon their adoption by the Meeting, and the same applies to the amendments thereto.
These Rules and Procedures were formulated on June 20, 2002.
The 1[st] amendment was made on June 15, 2006.
The 2[nd] amendment was made on June 15, 2018. The 3[rd] amendment was made on July 02, 2021. The 4[th] amendment was made on June 14, 2022.
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Appendix III.
Shareholdings of Directors
As of the book closure date (March 29, 2026) for the general shareholders' meeting, the shareholding of all directors is as follows:
| Title | Name | Gender | Shareholding | Shareholding |
|---|---|---|---|---|
| Number of Shares | Shareholding ratio (%) |
|||
| Chairperson of the Board |
Chin-Tsai Chen | Male | 6,084,000 | 1.67% |
| Director | Hsin-Hui Tsai | Female | 1,047,386 | 0.29% |
| Director | WIN Semiconductors Corp. Representative: Ching-Tsou Tsen |
Male | 65,408,733 | 17.99% |
| Director | WIN Semiconductors Corp. Representative: Yun-An Yu |
Female | 65,408,733 | 17.99% |
| Director | Hui-Fen Chan | Female | 0 | 0% |
| Total shares held by all directors (excluding independent directors) |
72,540,119 | 19.95% |
||
| Independent Director |
Chen-En Ko | Male | 0 | 0% |
| Independent Director |
Chao-Zon Yang | Male | 0 | 0% |
| Independent Director |
Po-Chiao Chou | Male | 2,417 | 0.0007% |
| Independent Director |
Wei-Lung Chen | Male | 0 | 0% |
| Total shares held by all independent directors | 2,417 | 0.0007% |
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Total issued shares: 363,562,218 shares.
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The minimum required combined shareholding of all directors by regulation: 14,542,489 shares
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As of the book closure day:
Shares held by all directors (excluding independent directors): 72,540,119 shares, accounting for 19.95% of the total issued shares of the Company.
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