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TYNTEK — AGM Information 2024
Aug 16, 2024
52074_rns_2024-08-16_6e8d1065-6f74-47ec-93e3-37c3323facf6.pdf
AGM Information
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TYNTEK Corporation
2024 Annual General Shareholders’ Meeting Agenda and Description
Report Items
Proposal 1
Cause: 2023 Business Report.
Explanation: Please refer to Attachment 1, Page 8~11 of the Handbook for the 2023 Business Report.
Proposal 2
Cause: The Audit Committee’s Review Report on the 2023 financial statements.
Description: Please refer to Attachment 2, Page 12 of the Handbook for the Audit Committee’s Review Report.
Proposal 3
Cause: Report on the 2023 employee remuneration and director remuneration distribution proposal. Description: Pursuant to Articles 18 of the Articles of Incorporation, a loss was made in 2023, and thus no employee remuneration and director remuneration will be distributed.
Proposal 4
Cause: Other Reports
Description: Report on 2023 cash dividend distribution, pursuant to the Articles of Incorporation, the
- Board of Directors was authorized by the Company to distribute earnings in cash after the end of the year. The Board of Directors resolved on February 21, 2024 to approve the 2023 cash dividend of NT$60,124,450, or NT$0.2 per share.
Ratification Items
Proposal 1 Proposed by the board of directors
Cause: The 2023 Business Report and financial statements are submitted for ratification. Explanation: I. The Company’s 2023 Business Report and financial statements have been approved upon
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the resolution of the board of directors on February 21, 2024; the financial statements have been audited by Welson Fang, CPA and Gordon Chen, CPA of Deloitte Taiwan. The aforesaid settlement books and statements have been submitted to and audited by the Audit Committee, with the Audit Report presented.
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II. Please refer to page 8~11 Attachment 1 and page 13~35, Attachments 3 of this handbook for the 2023 Business Report, Independent Auditors’ Report and financial statements.
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III. Please ratify.
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Resolution:
Proposal 2 Proposed by the board of directors
Cause: The proposal of 2023 earnings distribution is submitted for ratification.
Description: I. The proposal has been approved upon the resolution of the board of directors on
February 21, 2024, and was submitted to and audited by the Audit Committee for reference.
II. Pursuant to Articles 18 of the Articles of Incorporation, no employee remuneration and director remuneration for 2023 will be distributed.
III.. For the 2023 earnings distribution table, please refer to Attachment 4 on page 36 of this handbook.
IV. Please ratify.
Resolution:
Discussion Items
Proposal 1 Proposed by the board of directors
Cause: The amendment to the Company’s “Rules and Procedures of Shareholders’ Meeting” is hereby submitted for discussion.
Description: To accommodate the March 6, 2023 announcement of the Financial Supervisory
Commission to amend the “Regulations Governing the Administration of Shareholder Services of Public Companies,” it is proposed to amend some provisions of the “Rules of Procedure for Shareholders’ Meetings.” Please refer to Attachments 5, Page 37~40 for the comparison table of the amendments for discussion.
Resolution:
Proposal 2 Proposed by the board of directors
Cause: The amendment to the Company’s “Handling Procedures for Acquisition and Disposal of Assets” is hereby submitted for discussion.
Description: To meet the operational needs, it is proposed to amend some provisions of the Asset Acquisition and Disposal Procedures. Please refer to Attachments 6 on page 41~43 of the handbook for the table of the amendments for discussion.
Resolution:
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Elections
Subject: Election of the Directors, 14th Term
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Description: 1. The term of office of the directors of the 13th will be expire on July 1, 2024, will reelect directors in this AGM in accordance with the law.
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II. Pursuant to the Articles of Incorporation, seven directors will be elected (three independent directors included) in this AGM, and the term is from May 30 2024 to May 29, 2027. The terms of current directors end at the dismissal of this AGM.
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III. The candidate nomination system is applied to the directors’ election. The list of candidates has been reviewed and approved by the Board of Directors. Shareholders shall elect directors from the candidate list. Please refer to the list of candidates, their education/industrial background, and their shareholding as following:
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IV. Please refer to Attachment 5 for the “Regulations for Election of Directors.”
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V. Please elect
List of Director Candidates is as following:
| Serial No. |
Name | Gender | Major education/industrial background |
Current position | Shareholding (shares) |
|---|---|---|---|---|---|
| 1 | Chou,Wen-Long | Male | Bachelor, Department of Physics, Tamkang University Vice President, Vitelic (Hong Kong) Limited Vice President, TYNTEK Corporation President, TYNTEK Corporation Vice Chairman and CSO of TYNTEK Corporation |
Chairman and CSO of TYNTEK Corporation Chairman(Legal Representative), Long Benefit Investment Co., Ltd. Yuanmao Opto-electronic Technology (Wuhan) Co., Ltd. Chairman(Legal Representative) TEK Holding Co,Ltd. Chairman(Legal Representative) Chairman(Legal Representative), KEYWAY Internatiion LLC Director(Legal Representative),Keeper Technology Co., Ltd. |
166,813 |
| 2 | Representative of ENNOSTAR Inc.: Su, Feng-Cheng |
Male | PhD, Materials Engineering, State University of New York, USA Executive Vice President, ENNOSTAR Inc. Director of GCS HOLDINGS, INC. Director, DARWIN PRECISIONS CORPORATION Chairman of Lextar Electronics Corp. Senior Vice President, AUO Corporation |
Executive Vice President, ENNOSTAR Inc. Director(Legal Representative),Hexawave, Inc. Director(Legal Representative)of Unikorn Semiconductor Corporation Director(Legal Representative)of GCS HOLDINGS, INC. Director(Legal Representative), WellyWave Semiconductors Inc. Director (Legal Representative),DARWIN PRECISIONS CORPORATION Director(Legal Representative)of TYNTEK CORPORATION |
23,799,000 |
| 3 | Representative of ENNOSTAR Inc.: Li, Cun-Jhong |
Male | Master of Commerce, University of Berkeley Vice President, ENNOSTAR Inc. Director of GCS |
Vice President, ENNOSTAR Inc. Director of Yenrich Technology Corporation (Legal Representative) Director(Legal Representative)of PROLIGHT OPTO TECHNOLOGY CORPORATION Director(Legal Representative),Amengine |
Same as above |
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| 4 | HOLDINGS, INC. Director of PROLIGHT OPTO TECHNOLOGY CORPORATION |
Corporation Juristic Person Director(Legal Representative) of Mainstream Lighting Co., Ltd. Director(Legal Representative)of TYNTEK CORPORATION Juridical Person Director(Legal Representative) of iReach Corporation Director(Legal Representative),Puri Optoelectronics (Xiamen) Co., Ltd. Director(Legal Representative)of GCS HOLDINGS, INC. Director(Representative of (Legal Representative)of Wellchip Microelectronics Technology (Jiangsu) Co.,Ltd. |
|||
|---|---|---|---|---|---|
| Representative of ENNOSTAR Inc.: Lee, Jung-Huan |
Male | Bachelor, Department of Chemical Engineering, Tamkang University Special Assistant, TYNTEK Corporation President, Opto Tech Corporation |
President, TYNTEK Corporation Director(Legal Representative)of TYNTEK CORPORATION Director(Legal Representative),Long Benefit Investment Co., Ltd. Yuanmao Opto-electronic Technology (Wuhan) Co., Ltd. Director(Legal representative) |
Same as above |
The candidate list of independent directors is as follows :
| No. | Name | Gender | Education/Experience | Current Job | No. of shares held |
|---|---|---|---|---|---|
| 1 | Lin, Tsung-Yen | Male | Master in Law, College of Law, National Chengchi University M.B.A. (Accounting), Eastern New Mexico University, U.S.A. Partner, Deloitte Touche Taiwan Adjunct Lecturer, Department of Accounting, Tunghai University, AVP in Auditing, Deloitte & Touche, Guam Credit Analyst, Loan Department, HSBC New York Branch Credit Analyst, Department of Trust, Cathay United Bank Auditor, Audit Division, National Taxation Bureau of Kaohsiung, Ministry of Finance Independent Director, TYNTEK CORPORATION Independent Director, Advanced EnergySolution HoldingCo.,Ltd. |
Chief Accountant, Lin Tsung Yen Accounting Firm |
0 |
| 2 | Yew, Tri-Rung | Female | Ph.D., Department of Materials Science and Engineering, Massachusetts Institute of Technology, USA Distinguished Professor, Materials Department, National Tsing Hua University Vice President of R&D, Advanced Technology, UMC Vice President of R&D, UMC Consultant, UMC Capital Independent Director, BenQ Materials Corporation Chief Technology Officer, Solar Applied Materials Technology Corp. |
Distinguished Professor, Materials Department, National Tsing Hua University Consultant, SEMI Taiwan - Women in Tech |
0 |
| 3 | Yeh, Sheng-Fa | Male | Master, City University of Seattle | Independent Director, ACE PILLAR Co.,Ltd. |
0 |
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| No. | Name | Gender | Education/Experience | Current Job | No. of shares held |
|---|---|---|---|---|---|
| Chairman, Gallant Precision Machining Co., Ltd Chairman, Gallant Micro. Machining CO., LTD. Independent Director, Zhong Yang Technology Co., Ltd President, King Ultrasonic Co., Ltd. Chairman, Walton Advanced Engineering, Inc. |
Chairman, SUNENGINE CORPORATION LTD. Chairman, Natsume Smartech Co.,Ltd. Director, Jin Join Rone Technology Corporation Ltd. Director, 3S Silicon Tech, Inc. Director, King Ultrasonic Co., Ltd. Director, Solomon Goldentek Display Corp. Director, SkyLine Technology Co., Ltd. Director,Favite,Inc. |
Voting Results:
Other Discussions
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Cause: Please discuss the proposal of lifting the non-competition restriction on the new directors and their representatives
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Description: Pursuant to Article 209 of the Company Act, the board of director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
Resolution:
Extraordinary Motions
Adjournment
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