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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

  • 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.

  • 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.

  • 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

  • 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.

  • 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.

  • 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:

  • IV. Please refer to Attachment 5 for the “Regulations for Election of Directors.”

  • 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

3

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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

4

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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

  • Cause: Please discuss the proposal of lifting the non-competition restriction on the new directors and their representatives

  • 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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