Ticker symbol: 6213
Innovation, Teamwork, Excellence, Quality
ITEQ Corporation
2024 Annual Meeting of
Shareholders
Agenda Handbook
Time: | 9:00 a.m. on May 30, 2024 (Thursday) |
Location: | No. 17, Daluge Rd., Xinpu Township, Hsinchu County |
30544, Taiwan (R.O.C.) |
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
Agenda Handbook for the 2024 Annual Meeting of Shareholders
Table of Contents | ||
Meeting Agenda | ||
IV. | Other Agenda | 10 |
V. | Motions | 11 |
VI. Adjournment | 11 | |
Annexes | ||
I. | 2023 Business Report | 12 |
- Audit Committee Report on the Amended 2022 Earnings Distribution Statement .16
III. | Audit Committee's Review Report on the 2023 Financial Statements | 17 |
IV. | 2023 Remuneration for Ordinary Directors | 18 |
V. | 2022 Earnings Distribution Statement (Before/After Amendment) | 19 |
VI. | 2023 Independent Auditors' Report, Financial Statements, and Profit Distribution | |
Proposal | 20 | |
Appendices | ||
I. | Rules and Procedures of the Shareholders' Meeting | 35 |
II. | Articles of Incorporation | 42 |
III. | Procedures for the Election of Directors | 50 |
IV. | Shareholdings of all Directors | 52 |
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ITEQ Corporation
2024 General Shareholders' Meeting Agenda
Time: May 30, 2024 (Thursday) at 9:00 am
Place: No. 17, Daluge Rd., Xinpu Township, Hsinchu County 30544, Taiwan (R.O.C.)
Meeting Method: Physical Shareholders' Meeting
Chairperson: Chin-Tsai Chen Call the Meeting to Order Chairperson's Speech
- Reported Matters
(I) 2023 Business Report.
- Audit Committee Report on the Amended 2022 Earnings Distribution Statement.
-
Audit Committee's Review Report on the 2023 Financial Statements.
(IV) Report on the Distribution of Remuneration for Employees and Directors of 2023.
- Report on the Earnings Distribution and Cash Dividends of 2023. (VI) Report on the Collection Status of 2023 Director Remuneration.
II. Approval Matters
- Amended 2022 Earnings Distribution Statement.
- 2023 Business Report, Financial Statements, and Profit Distribution Proposal.
-
Elections
Proposal for Electing Members of the Tenth Board of Directors.
IV. Other Agenda
Proposal to waive the non-competition restriction on newly elected directors and the representatives thereof.
- Motions
VI. Adjournment
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I. Reported Matters
Agenda 1
Subject: 2023 Business Report.
Illustration: Refer to Annex I. (P. 12-15) for the 2023 Business Report.
Agenda 2
Subject: Audit Committee Report on the Amended 2022 Earnings Distribution Statement. Illustration:
- Refer to Annex II (P. 16) for the Audit Committee Report on the Amended 2022 Earnings Distribution Statement.
(II) The Audit Committee convener shall recite the review report.
Agenda 3
Subject: Audit Committee's Review Report on the 2023 Financial Statements.
Illustration:
- Refer to Annex III (P. 17) for the Audit Committee's Review Report.
(II) The Audit Committee convener shall recite the review report.
Agenda 4
Subject: Report on the Distribution of Remuneration for Employees and Directors of 2023.
Illustration:
- Handled in accordance with Article 27 of the Articles of Incorporation.
- The Company's 2023 profit before tax is NT$1,182,706,779 (profit before tax excluding director remuneration and employee remuneration). The total amount provisioned for director remuneration is NT$11,827,068 (1.0% of the profit before tax) and total amount provisioned for employee remuneration is NT$ 47,308,271 (4.0% of the profit before tax). All of the above amounts will
be issued in cash and are consistent with the recognized expense.
(III) The above amounts provisioned for remuneration were approved by the
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remuneration committee on February 27, 2024 and by resolution of the board of directors on the same day.
Agenda 5
Subject: Report on the Earnings Distribution and Cash Dividends of 2023. Illustration:
- According to Article 27-1 of the Articles of Incorporation, if all or part of the 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 2/3 or more directors, with a report to be filed to the shareholders' meeting.
- The total amount of cash dividend to be distributed is NT$544,435,827, at NT$1.5 per share, rounded down to a minimum of NT$1. The sum of
fractional amounts ignored shall be included as other income of the Company.
- This proposal has been approved by board resolution, with authorization granted to the chairperson to further determine the record date, issue 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 6
Subject: Report on the Collection Status of 2023 Director Remuneration. Illustration:
- 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:
- According to Article 24 of the Articles of Incorporation, the board of directors is authorized to determine director remuneration based on common standard in the same industry, and in accordance with the level of participation in the Company's operations and the value of contribution.
- In addition to a travel allowance for directors of the Company, up to 2% of
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the annual profit is also provisioned as director remuneration in accordance with the Articles of Incorporation. At the end of each year, an internal evaluation will be conducted through questionnaires in accordance with the Rules for the Board of Directors' Performance Evaluation. Review benchmarks include control over company targets and missions, awareness of directors' duties, level of participation in the Company's operations, nurturing of internal relationships and communication, directors' expertise and continued learning, and internal control, etc., which shall serve as reference to determine the individual director's performance. Also, in accordance with the Rules for Director Remuneration, reasonable remuneration shall be determined in accordance with the position served, directorship served in subsidiaries, level of participation in the Company's operations, and service as bank guarantor, etc. under general consideration and based on the accrual of different basis points. Remuneration shall be submitted to the remuneration committee for review, followed by submission to the board of directors for approval.
- For the status of the 2023 director remuneration collection, please refer to Annex IV of this Handbook (P. 18).
- Approval Matters
Agenda 1 | (Proposed by the Board of Directors) |
Subject: Amended 2022 Earnings Distribution Statement.
Illustration:
- Upon distribution of the 2022 profit of the Company, the difference in the amount of reserved earnings generated from the cancellation of treasury shares was not included as a debit item in the calculation of non-distributed profit of the year. As a result, there was an error in the amount of non-distributed profit at the end of 2022 (i.e., non-distributed profit at the beginning of 2023) and the amount of legal reserve. Therefore, it is proposed to amend the 2022 Earnings Distribution Statement. For the original and amended profit distribution proposal, please refer to Annex V of this Handbook (page 19).
- The above-mentioned are hereby submitted for adoption at this shareholders'
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meeting.
Resolution: | |
Agenda 2 | (Proposed by the Board of Directors) |
Subject: 2023 Business Report, Financial Statements, and Profit Distribution Proposal. Illustration:
- The Company's 2023 statutory financial report and consolidated financial report have been audited and certified by CPA Chia-Chien Tang and Ya-Ling Chen of KPMG Taiwan, for which a clean audit report has been issued, and approved by resolution of the board of directors and the audit committee of the Company with the Business Report and Profit Distribution Proposal. The audit committee issued the audit report.
- Please refer to Annex I (P. 12-15) & Annex VI (P. 20-34) for the 2023 Business Report, Independent Auditors' Report, Financial Statements, and Profit Distribution Proposal.
- The above-mentioned are hereby submitted for adoption at this shareholders' meeting.
Resolution:
III. Elections Matters
(Proposed by the Board of Directors)
Subject: Proposal for Electing Members of the Tenth Board of Directors. Illustration:
- The ninth term of directors of the Company will expire on July 1, 2024. It is proposed a Electing Members of the Tenth Board of Directors shall be carried
out in the 2024 ordinary shareholders' meeting.
- According to the Articles of Incorporation, nine people shall be elected for the ninth term of directors (including four independent directors), serving a term of three years from May 30, 2024 to May 29, 2027.
- Directors (including independent directors) are subject to the candidate nomination system. The list of director candidates was reviewed and approved by the board of directors (including independent directors) of the
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Company on 19 April 2024:
Number of | |||
Director | Education and work experience | shares held | |
candidates | as of April 1, | ||
2024 | |||
Master, Public Administration, University of San Francisco, | |||
USA | |||
Master, Institute of Accounting, Tamkang University | |||
Current position: | |||
Chairperson of the Board, ITEQ Corporation | |||
Chairperson and President, WIN Semiconductors Corp. | |||
Vice Chairperson, HIWIN Technologies Corp. | |||
Independent Director, Kinsus Interconnect Technology Corp. | |||
Independent Director, Tong Hsing Electronic Industries, Ltd. | 5,084,000 | ||
Chin-Tsai Chen | Independent Director, Inventec Besta Co., Ltd. | ||
Corporate Director Representative, Mercuries Life Insurance | |||
Co., Ltd. | |||
Director, Taiwan New Economy Foundation | |||
Supervisor, Excellence Sports Equipment Co., Ltd. | |||
Supervisor, Comax Sporting Goods Co Ltd. | |||
Chairman / director, WIN Semiconductors Corp. and | |||
affiliated companies | |||
Experience: | |||
Director, Namchow Chemical Industrial Co., Ltd. | |||
Master of Finance, EMBA, National Taiwan University | |||
Bachelor, Department of Finance and Taxation, National | |||
Chengchi University | |||
Current position: | |||
Director, ITEQ Corporation | |||
Hsin-Hui Tsai | CEO and General Manager, ITEQ Corporation | 947,386 | |
Corporate Director Representative, MGC-ITEQ Technology | |||
Co., Ltd. | |||
Supervisor, Taiwan Testing and Certification Center | |||
Experience: | |||
Director of Accounting Office of EnTie Commercial Bank, | |||
Director of Secretarial Office of the Board of Directors | |||
Bernard M. Baruch College, CUNY | |||
Current position: | |||
WIN | Financial Assistant Manager and Spokesman, | WIN | |
Semiconductors Corp. | |||
Semiconductors | |||
Representative of Director, Phalanx Biotech Group | 65,408,733 | ||
Corp. | Director, Chainwin Biotech and Agrotech (Cayman Islands) | ||
representative: | |||
Ching-Chou | Co., Ltd. | ||
Tseng | Experience: | ||
Business Manager, Canadian Imperial Bank of Commerce | |||
(Toronto) | |||
WIN | Masters of Laws, Cornell University | 65,408,733 | |
Current position: | |||
Semiconductors | |||
Legal Deputy General Manager and Corporate Governance |
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Number of | |||||
Director | Education and work experience | shares held | |||
candidates | as of April 1, | ||||
2024 | |||||
Corp. | Supervisor, WIN Semiconductors Corp. | ||||
Experience: | |||||
representative: | |||||
Yun-An Yu | Supervisor, Huga Optotech Inc | ||||
Director, Youth Hope Foundation | |||||
LLM, Boston University, USA | |||||
Bachelor in Law, NTU | |||||
Current position: | |||||
Independent Director, ITEQ Corporation | |||||
Independent Director, Member of the Audit Committee and | |||||
Member of the Nominating Committee, ChipMOS Technology | |||||
Inc. | |||||
Hui-Fen Chan | Independent Director, Formosa I Wind Power Co., Ltd. | 0 | |||
Independent | Director, | Member | of the Remuneration | ||
Committee and Audit Committee, Taiwan Mask Corporation | |||||
Corporate Representative Director, Uniconn Interconnections | |||||
Technology Co., Ltd. | |||||
Experience: | |||||
Partner Attorney at Law, hl-partners,Attorneys-at-Law | |||||
Head of Legal Affairs, Siliconware Precision Industries Co., | |||||
Ltd. | |||||
Independent | Number of | ||||
shares held | |||||
Director | Education and work experience | ||||
as of April 1, | |||||
candidates | |||||
2024 | |||||
Bachelor, Accounting, National Chengchi University | |||||
Accounting Department, National Chengchi University | |||||
Current position: | |||||
Independent Director, ITEQ Corporation | |||||
Independent Director, Tigerair Taiwan Co., Ltd. | |||||
Zhao-Rong | Director, TSAA | 0 | |||
Experience: | |||||
Yang | |||||
Chairperson, Hua Nan Securities Co., Ltd. | |||||
Deputy General Manager & Listing Scrutiny Member & | |||||
Convener of Surveillance Report, Taiwan Stock Exchange | |||||
Corporation | |||||
General Secretary of OTC | |||||
Certified Public Accountant, Diwan & Company | |||||
Bachelor, Department of Accounting, National Cheng Kung | |||||
University | |||||
Current position: | |||||
Independent Director, ITEQ Corporation | 2,417 | ||||
Po-Chiao Chou | Independent Director, Clevo Co. | ||||
Experience: | |||||
Managing Director and General Manager, First Bank; Director | |||||
and Deputy General Manager, First Financial Holding | |||||
Passed the | Civil Service | Senior | Examination of Auditing |
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Independent | Number of | |
shares held | ||
Director | Education and work experience | |
as of April 1, | ||
candidates | ||
2024 | ||
Officers | ||
DBA (Accounting), University of Minnesota | ||
MBA, USC | ||
BBA, NTU | ||
Current position: | ||
Honorary Professor, Department of Management, NTU | ||
Visiting Professor at Keio University Institute of Technology, | ||
Japan | ||
Visiting Professor at Biomedical Translation Research Center | ||
of Academia Sinica, Taiwan | ||
Chairman, APAAIC | ||
Distinguished Expert at Institute Technology Research | ||
Institute (ITRI) | ||
Chairman, Taiwan Finance and Industrial Development | ||
Association | ||
Member of the Review Committee of National Taiwan | ||
University Hospital | ||
Managing Director of Taiwan Corporate Governance | ||
Association | ||
Independent Director, Far Eastern New Century Corp. | ||
Independent Director, Chang Type Industrial Co., Ltd. | ||
Cheng-En Ko | Independent Director, Everlight Electronics., Ltd. | 0 |
Experience: | ||
Dean of Managemenet, NTU | ||
Chairperson and Director of Department of Accounting, NTU | ||
Assistant Professor at the University of Southern California | ||
Visiting Professor at School of Management of Kyoto | ||
University, Japan | ||
Visiting scholars at Yale University (USA), University of | ||
Washington (USA) and Technical University of Munich | ||
(Germany) | ||
Member and Scientific Advisor, Board of Science and | ||
Technology, Executive Yuan | ||
Chairman and President, Chung-Hua Institution for Economic | ||
Research | ||
Member, Council for Economic Planning and Development | ||
Supervisor, Central Bank of the Republic of China | ||
Chairman of Taiwan Corporate Governance Association | ||
Supervisor and Director, TWSE | ||
Supervisor and Director, Taipei Exchange | ||
Supervisor, Far EasTone Telecommunications Co., Ltd. | ||
Independent Director, Novatek Microelectronics Corp. | ||
Independent Director, E.SUN FHC | ||
MBA, NTU | ||
Bachelor of Law (Finance), NCCU | ||
Wei-Lung Chen | Current position: | 0 |
Independent Director, IBF Financial Holdings Co., Ltd. | ||
Independent Director, A.G.V. Products Corp. | ||
Independent Director, Janfusun Fancyworld Corp. |
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ITEQ Corporation published this content on 30 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2024 03:00:05 UTC.