Stock Code:5351
Etron Technology, Inc.
2023 Annual Shareholders' Meeting
Meeting Agenda
(Translation)
Table of Contents | ||
Chapter 1. | Meeting Procedures and Agenda | 1 |
Reports | 2 | |
Ratifications | 2 | |
Discussions | 3 | |
Other Motions | 4 | |
Chapter 2. | Attachments | |
I. 2022 Business Report | 5 | |
II. Audit Committee's Review Report | 8 | |
III. CPA's Audit Report and 2022 Individual Financial Statements | 9 | |
IV. CPA's Audit Report and 2022 Consolidated Financial Statements | 21 | |
V. 2022 Earnings Distribution Table | 35 | |
VI. Director's Acts for Himself or for Others within the Scope of the Company's | ||
Business | 36 | |
Chapter 3. | Appendix | |
I. Rules of Procedures for Shareholders' Meetings | 37 | |
II. Articles of Incorporation | 40 | |
III. Directors' Shareholding | 45 | |
IV. Impact of Stock Dividend Issuance on Business Performance, EPS, and ROI | 45 |
Chapter 1. Meeting Procedures and Agenda
Time: 9:00 am, June 27, 2023 (Tuesday)
Venue: (The Company's Meeting Room) No. 6, Technology 5th Road, Hsinchu Science Park
Type of Meeting: Physical Meeting
Attendants: All shareholders and equity representatives
Chairperson: Chairman, Nicky Lu
- Call the Meeting to Order
- Chairperson Remarks
III. Reports
- 2022 Business Report
(II) Audit Committee's Review Report
(III) Distribution of 2022 remuneration to employees and Directors (IV) Other Reports
IV. Ratifications
- 2022 Business Report and Financial Statements
- 2022 Earnings Distribution V. Discussions
- Releasing Directors from Non-competition Restrictions
-
2022 Capital Increase by Retained Earning VI. Other Motions
VII. Adjournment
- 1 -
- Reports
-
2022 Business Report
For the Company's 2022 Business Report, please refer to Attachment 1 (pages 5 to7).
- Audit Committee's Review Report
For the 2022 Audit Committee's Review Report of the Company, please refer to Attachment 2 (pages 8).
- Distribution of 2022 remuneration to employees and Directors
- In accordance with Article 30-1 of the Company's Articles of Incorporation, the Company shall distribute no less than 12% of the current year's earnings as the remuneration to employees, and no more than 2% of the current year's earnings as the remuneration to Directors. If there are accumulated losses, the Company shall recover them. The current
year's earnings referred to in the preceding paragraph shall mean the pre-tax earnings of the current year before deduction of the remuneration to employees and Directors.
- Based on the Company's 2022 earnings and Articles of Incorporation, it is proposed to distribute 12% of the earnings as remuneration to employees in cash (NT$ 24,419,521), and 2% of the earnings as remuneration to Directors in cash (NT$ 4,069,920).
IV. Other Reports
There's no other matter to be reported this time.
- Ratifications
Proposal 1
Proposed by the Board of Directors
Subject: 2022 Business Report and Financial Statements.
Description: For the Company's 2022 Business Report, Individual Financial Statements, and
Consolidated Financial Statements, please refer to Attachment 1 (pages 5 to 7), Attachment 3, and Attachment 4 (pages 9 to 34), among which the Individual Financial Statements and Consolidated Financial Statements have been audited by CPA Tsai-Yen, Chiang and CPA Patrick, Hsu from PwC Taiwan, and Audit Report has been issued.
Resolution:
Proposal 2
Proposed by the Board of Directors
Subject: 2022 Earnings Distribution
Description: The Company's net income in 2022 was NT$141,894,805. For the Earnings Distribution Table, please refer to Attachment 5 (page 35).
Resolution:
- 2 -
- Discussions
Proposal 1
Proposed by the Board of Directors
Subject: Releasing Directors from Non-competition Restrictions.
Description: It is specified in paragraph 1 of Article 209 of the Company Act that "the important
contents of Director's acts for himself/herself or for others within the scope of the company's business shall be explained to the shareholders' meeting, and the permit from shareholders' meeting shall be obtained for such acts". For the Company
Director's acts for himself or for others within the scope of the Company's business, please refer to Attachment 6 (page 36). It is proposed and applied to annual
Shareholders' Meeting, in accordance with law, for approval on releasing Directors
from non-competition restrictions.
Resolution:
Proposal 2
Proposed by the Board of Directors
Subject: 2022 Capital Increase by Retained Earning.
Description:
-
In order to suffice the Company's operating funds, it is proposed to appropriate, in accordance with Article 240 of the Company Act, NT$ 39,789,660 as shareholders' bonus from the 2022
distributable earnings to issue 3,978,966 new shares, at par value of NT$ 10 per share.
- Based on the shareholders and their number of shares registered on the shareholders' roster on the ex-dividenddate, 14 shares are distributed to every 1,000 shares (calculated based on the 284,211,815 outstanding shares on December 31, 2022). Shareholders may combine the
fractional shares they received with other shareholders within 5 days counting exclusively from the ex-dividend date, and register for fractional share combination at the Company's
stock affairs agency. Fractional shares that are not combined or not enough to combine into 1 share are paid out in cash at par value (rounded down to the nearest NT$), and the Chairman is authorized by the Shareholders' Meeting to designate specific persons to purchase those shares at par value.
- The new shares issued are entitled to the same rights and obligations as the original shares. The issuance date of the new shares and other matters relating to the capital increase through the issuance of new shares shall be resolved by the Shareholders' Meeting, and reported to the
competent authority for approval, and then the Board of Directors shall be authorized to
determine on relevant matters.
IV. In the event of buy-backof the Company's share, transfer, conversion, or retirement of treasury shares, the exercise of employee share options, capital increase through issuance of new shares, or conversion of corporate bonds into common shares to the extent that the total quantity of
outstanding shares on the ex-dividend date is affected and the payout ratio is changed, such matter shall be proposed at the Shareholders' Meeting to authorize the Board to adjust the
payout ratio based on the actual outstanding shares on the ex-dividend date.
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Attachments
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- Original Document
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Disclaimer
Etron Technology Inc. published this content on 26 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2023 02:13:13 UTC.