Iteq CorporationTWSE: 6213

2024 Meeting Minutes

Jun 7, 2024 at 6:17 AM UTC · MarketScreener

ITEQ CORPORATION

2024 Annual General Shareholders' Meeting Minutes

(Translation)

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

Attending Shareholders: The total number of shares represented by shareholders attending the meeting in person or by proxy is 223,867,665 shares (including casted electronically 132,494,260 shares), representing 61.67% of the total number of issued shares of the Company (i.e., 362,957,218 shares.)

Attending Directors: Chin-Tsai Chen (Chairman), Hsin-Hui Tsai (Director), Po-Chiao Chou (Convener of the Auditing Committee, Independent Director), Zhao-Rong Yang (Independent Director), Xiu-Zong Liang (Independent Director)

Attendees: Ya- Ling Chen (CPAs of KPMG)

Chun-Yi Jen (Attorney-at-Law of HL&Partners)

Chairman: Chin-Tsai Chen

Recorder: Ke-Yu Chang

I. As the number of shares represented by attending shareholder has reached the required quorum for shareholders' meeting, the chairman declares the shareholders' meeting begins

II.Chairperson's Speech: (Omitted)

Reported Matters

Agenda 1

Subject: 2023 Business Report.

see Annex I. (P. 10-13)

Agenda. 2

Subject: Audit Committee Report on the Amended 2022 Earnings Distribution Statement .

see Annex II (P. 14)

Agenda 3

Voting Results*

Subject: Audit Committee's Review Report on the 2023 Financial Statement . see Annex III (P. 15)

Agenda 4

Subject: Report on the Distribution of Remuneration for Employees and Directors of 2023. (see handbook)

Agenda 5

Subject: Report on the Earnings Distribution and Cash Dividends of 2023. (see handbook)

Agenda 6

Subject: Report on the Collection Status of 2023 Director Remuneration . see Annex IV (P. 16)

IV. 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 (page 17).

(II) The above-mentioned are hereby submitted for adoption at this shareholders' meeting. Resolution:

Shares represented at the time of voting：223,867,665

% of the total represented

share present

Votes in favor： 199,895,586votes	89.29%
	(108,522,196 votes)

Votes against：	52,848 votes	0.02%
	(52,848 votes)

Votes invalid：	0 votes	0.00%

Votes abstained：23,919,231 votes	10.68%
	(23,919,216 votes)

*Including votes casted electronically (numbers in brackets)
	2

RESOLVED, that the above proposal be and hereby were accepted as submitted.

Agenda 2

(Proposed by the Board of Directors)

Subject: 2023 Business Report, Financial Statement, 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 unqualified opinion 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. 10-13) & Annex VI (P. 18-32) for the 2023 Business Report,

Independent Auditors' Report, Financial Statement, and Profit Distribution Proposal. (III) The above-mentioned are hereby submitted for adoption at this shareholders' meeting.

Resolution:

Shares represented at the time of voting：223,867,665

Voting Results*	% of the total represented
share present

Votes in favor： 199,706,412 votes	89.20%
	(108,333,022 votes)

Votes against：	62,969 votes	0.02%
	(62,969 votes)

Votes invalid：	0 votes	0.00%

Votes abstained：24,098,284 votes	10.76%
	(24,098,269 votes)

*Including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby were accepted as submitted.

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 Company on 19 April 2024:

		Number of
Director	Education and work experience	shares held as
candidates	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.
Chin-Tsai Chen	Independent Director, Inventec Besta Co., Ltd.	5,084,000
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	Semiconductors Corp.
Corp.	Representative of Director, Phalanx Biotech Group	65,408,733
Director, Chainwin Biotech and Agrotech (Cayman Islands) Co.,
representative:
Ltd.
Ching-Chou	Experience：
Tseng
Business Manager, Canadian Imperial Bank of Commerce

	(Toronto)
	Masters of Laws, Cornell University
WIN	Current position：
Semiconductors	Legal Deputy General Manager and Corporate Governance
Corp.	Supervisor, WIN Semiconductors Corp.	65,408,733
Experience：
representative:
Yun-An Yu	Supervisor, Huga Optotech Inc
Director, Youth Hope Foundation

Hui-Fen Chan	LLM, Boston University, USA	0
Bachelor in Law, NTU
	4

		Number of
Director	Education and work experience	shares held as
candidates	of April 1,

		2024
	Current position：
	Independent Director, ITEQ Corporation
	Independent Director, Member of the Audit Committee and
	Member of the Nominating Committee, ChipMOS Technology
	Inc.
	Independent Director, Formosa I Wind Power Co., Ltd.
	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 as
Director	Education and work experience
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 Yang	Director, TSAA	0
Experience：

	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
Po-Chiao Chou	Independent Director, Clevo Co.	2,417
	Experience：
	Managing Director and General Manager, First Bank; Director and
	Deputy General Manager, First Financial Holding
	Passed the Civil Service Senior Examination of Auditing Officers
	DBA (Accounting), University of Minnesota
	MBA, USC
	BBA, NTU
	Current position：
Cheng-En Ko	Honorary Professor, Department of Management, NTU	0
Visiting Professor at Keio University Institute of Technology,

	Japan
	Visiting Professor at Biomedical Translation Research Center of
	Academia Sinica, Taiwan
	Chairman, APAAIC
	5

Independent		Number of
	shares held as
Director	Education and work experience
of April 1,
candidates
	2024

	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.
	Independent Director, Everlight Electronics., Ltd.
	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
	Current position：
	Independent Director, IBF Financial Holdings Co., Ltd.
	Independent Director, A.G.V. Products Corp.
	Independent Director, Janfusun Fancyworld Corp.
	Independent Director, Ocean Plastics Co., Ltd.
	Director, TSAA
	Experience：
Wei-Lung Chen	Member, Legal Affairs Committee, Executive Yuan	0
	Deputy Director General, Insurance Bureau, Financial
	Supervisory Commission
	Deputy Director General, Securities and Futures Bureau,
	Financial Supervisory Commission
	Director, Chang Hwa Bank
	Director, TAIFEX
	General Manager, Securities & Futures Institute
	Chairperson, SinoPac SITC
	Chairperson, SinoPac Securities Corp.
	6

(I)Please proceed with the election.

Election results: Elected List

Title	Shareholder's	Name	Votes Received
No. (ID No.)

Director	00083732	Chin-Tsai Chen	191,865,692 votes
Director	00066698	Hsin-Hui Tsai	145,702,403 votes
Director	00095045	WIN Semiconductors Corp.	136,526,442 votes
representative: Ching-Chou Tseng

Director	00095045	WIN Semiconductors Corp.	126,795,935 votes
representative: Yun-An Yu

Director	J22020****	Hui-Fen Chan	124,511,148 votes
Independent	U10005****	Cheng-En Ko	120,832,908 votes
Director

Independent	A11042****	Zhao-Rong Yang	113,839,032 votes
Director

Independent	00115501	Po-Chiao Chou	111,735,339 votes
Director

Independent	F12256****	Wei-Lung Chen	110,064,857 votes
Director

VI. Other Agenda

(Proposed by the Board of Directors)

Subject: Proposal to waive the non-competition restriction on newly elected directors and the representatives thereof.

Illustration:

In accordance with the applicable provisions of Article 209 of the Company Act.

Some directors of the Company invest in or operate other companies of a scope of business that is the same or similar to the Company and serve as their directors. However, their participation in such operations is favorable to the diversified development of the Company. To meet the requirements of the operating strategy and to take advantage of their expertise and relevant experience, it is proposed that the shareholders' meeting agrees to waive the non-competition restriction that prevents directors from acting for their own companies and other entities within the Company's

scope of business, provided that it does not jeopardize the interests of the Company.

Competition details of the directors (including independent directors) candidates are as follows:

Candidate	Name	Key titles held at other companies
category

		Chairperson and President, WIN Semiconductors Corp.
		Vice Chairperson, HIWIN Technologies Corp.
Director	Chin-Tsai Chen	Independent Director, Kinsus Interconnect Technology
		Corp.
		Independent Director, Tong Hsing Electronic Industries,
		7

Candidate		Name				Key titles held at other companies
category


					Ltd.
					Independent Director, Inventec Besta Co., Ltd.
					Corporate Director Representative, Mercuries Life
					Insurance Co., Ltd.
					Chairman / director, WIN Semiconductors Corp. and
					affiliated companies
Director		Hsin-Hui Tsai		Corporate Director Representative, MGC-ITEQ Technology
		Co., Ltd.

		WIN Semiconductors Corp.		Financial Assistant Manager, WIN Semiconductors Corp.
			Representative of Director, Phalanx Biotech Group
Director		representative: Ching-Chou
		Tseng			Director, Chainwin Biotech and Agrotech (Cayman Islands)
				Co., Ltd.

Director		WIN Semiconductors Corp.		Legal Deputy General Manager , WIN Semiconductors
	representative: Yun-An Yu		Corp.

					Independent Director, ChipMOS Technology Inc.
					Independent Director, Formosa I Wind Power Co., Ltd.
Director		Hui-Fen Chan		Independent Director, Taiwan Mask Corporation
					Corporate	Representative	Director,	Uniconn
					Interconnections Technology Co., Ltd.
Independent	Zhao-Rong Yang		Independent Director, Tigerair Taiwan Co., Ltd.
Director

Independent	Po-Chiao Chou		Independent Director, Clevo Co.
Director

Independent				Independent Director, Far Eastern New Century Corp.
Cheng-En Ko			Independent Director, Chang Type Industrial Co., Ltd.
Director
				Independent Director, Everlight Electronics., Ltd.

Independent				Independent Director, IBF Financial Holdings Co., Ltd.
Wei-Lung Chen		Independent Director, A.G.V. Products Corp.
Director
				Independent Director, Janfusun Fancyworld Corp.

Resolution:
Shares represented at the time of voting：223,867,665

		Voting Results*			% of the total represented
				share present

	Votes in favor： 199,225,327 votes			88.99%
		(107,851,937 votes)

	Votes against：	157,832 votes			0.07%
			157,832 votes)

	Votes invalid：	0 votes			0.00%

	Votes abstained：24,484,506 votes			10.93%
		(24,484,491 votes)

*Including votes casted electronically (numbers in brackets) RESOLVED, that the above proposal be and hereby were accepted as submitted.

VII. Questions and Motions: None

VIII. Adjournment: At 9:26 a.m. of May 30, 2024.

There were no questions from shareholders at the shareholders meeting.

Annex I.

2023 Business Report

Management Principles

With the focus on our existing business on "High-end Electronic Materials" and extending to integrate high-density interconnect copper foil laminate and carrier board's copper foil laminate, we are committed to becoming the leader of high-speed,high-frequency, and low-loss materials, high-reliability automotive materials, and halogen-free and environmentally friendly materials manufacturer. The applications of our products include AI server applications, 5G infrastructure, network

communications, data centers, automotive electronics, smartphones, consumer electronics, and other related products. We are confident we can increase our market share in the high-end electronic copper foil laminate market.

Quality has been the foundation of our sustainable business development. We will continue to strengthen and improve the quality control system of the supply chain, including raw material supplier management, controlling the factory's manufacturing processes and center of the quality control group, continuously improving yield, and the quality and reliability monitoring of output to comply with international regulations and customers' incoming material regulations and standards. We have established a comprehensive manufacturing and quality assurance system and

capabilities for the Group, and enhanced our capabilities in manufacturing high-end products. At the same time, we have reduced the production costs of mature products and minimized quality anomalies, aiming to strengthen the company's manufacturing quality and increase stable profitability.

Facing volatile geopolitical development, the division of technologies, and the post- pandemic era, global mainstream hardware markets are still expected to develop towards high-end going forward. The development will be led by high-speed computing and automotive electronics. For high-speed computing, the generation of the processor chip will be upgraded, and bandwidth and speed increased, while for automotive electronics, electric vehicle policies are being promoted around the world,

which will significantly stimulate the growth of electronic components; both will accelerate the growth of high-end electronic materials. ITEQ Corporation will continue to research and develop high-end materials, position itself globally based on geoeconomic strategies, and employ economies of scale to meet the enormous demand for high-end electronic materials.

(IV) To converge with international trends, ITEQ adheres to a corporate culture featuring the spirit of ESG, continually engages in the research and development of green products, low-carbon manufacturing and procurement, and green energy

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