Advantech Co., Ltd.
Procedure for the 2024 General Shareholders' Meeting
- Call the Meeting to Order
- Chairperson Remarks
- Report Items
- Acknowledgement Items
- Other Business and Special Motions
- Adjournment
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I. Agenda of Annual Meeting
Advantech Co., Ltd.
Agenda of 2024 General Shareholders' Meeting
Method of Convening the Meeting: Hybrid (in‐person and video conference)
Time: 9:00 a.m. on May 30 (Thursday), 2024
Place:(Neihu Headquarters) B1, No. 1, Line 20, Lane 26, Rueiguang Road, Neihu District, Taipei City
Webcast provided: https://stockservices.tdcc.com.tw
- Call the Meeting to Order
- Chairperson Remarks
- Report Items
- The 2023 Business Report
- The Audit Committee's Review Report on the 2023 Financial Statements
- Status Reports of the Cash Dividends for Distribution of 2023 Profits
- 2023 Employees' and Directors' Remuneration Proposal
- The Status of Endorsement and Guarantee in 2023
- The report on the Company's acquiring the land parcel case of number 9 in the Huaya section from related party
- Acknowledgement Items
- Adoption of the 2023 Business Report and Financial Statements
- Adoption of the Proposal for Distribution of 2023 Profits
- Other Business and Special Motions
- Adjournment
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1. Report Items
Report No. 1
Cause of action : The 2023 Business Report
Explanation : The 2023 Business Report is attached as Attachment I.(P10~15)
Report No. 2
Cause of action : The Audit Committee's Review Report on the 2023 Financial Statements.
Explanation : The 2023 Audit Committee's Review Report is attached as Attachment II. (P16)
Report No. 3
Cause of action : Status reports of the Cash dividends for Distribution of 2023 Profits.
Explanation : 1. The Board of Directors is authorized to decide the distribution of partial or full dividends in cash, and report the decision to the shareholders meeting in accordance with Article 20‐2 of the Articles of Incorporation.
- Cash dividends amounting to NT$8,155,268,901 were distributed to shareholders at NT$9.5 per share. The distribution of cash dividend is calculated to the dollar (round up to the dollar). The total amount of the odd shares with a distribution of less than NT$1 will be booked as the other income or other expense of the company.
- The current distribution of earnings is scheduled before the dividend benchmark date. If there is any change in the yield rate because of any change in the company's outstanding shares, a request is to be made having the Chairman authorized to handle matters related to the changes.
Report No. 4
Cause of action : 2023 Employees' and Directors' Remuneration Proposal.
Explanation : 1. Pursuant to Article 20 of the company's Articles of Incorporation, in consideration of the company's overall business operations and the payment standard of the industry, it is recommended to appropriate an amount of NT$740,000,000 as bonus to employees and NT$18,625,000 as remuneration to directors paid in cash from the net income of 2023.
- There is no difference between the amount approved by the Board of Directors and the amount recognized as an expense in 2023.
- The proposal has passed in the Remuneration Committee meeting.
Report No. 5
Cause of action : The Status of Endorsement and Guarantee in 2023.
Explanation : 1. In compliance with the company's "Procedure for Making of Endorsements and Guarantees".
- The company issued a letter of guarantee to endorse and guarantee the subsidiaries' purchase of materials and short‐term bank loan in response to the subsidiary's business operation. The balance of endorsement and guarantee amounted to NT$4,093,093 thousand as of December 31, 2023.
- Please review the statement of endorsement and guaranteed amount enclosed.
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Guarantor | Subsidiary of the | Category | Amount | NTD (NTD___K) | Remarks |
(Company) | guaranteed company | (original currency ___K) | |||
Advantech | Shanghai Advantech | short‐term bank | Under the limit | ||
Intelligent Services Co.,Ltd | USD20,000 | $614,100 | |||
(ACL) | loan | (Note2) | |||
(AiSC) | |||||
Advantech | Advantech Corporate | short‐term bank | USD20,000 | $614,100 | Under the limit |
(ACL) | Investment Co.,Ltd. | loan | (Note2) | ||
Advantech | Advantech Japan Co., LTD. | short‐term bank | JPY1,500,000 | $325,500 | Under the limit |
(ACL) | (AJP) | loan | (Note2) | ||
Advantech | Advantech Europe B.V. | short‐term bank | USD10,000 | $307,050 | Under the limit |
(ACL) | (AEU) | loan | (Note2) | ||
Advantech | Advantech Corporation. | short‐term bank | USD10,000 | $307,050 | Under the limit |
(ACL) | (ANA) | loan | (Note2) | ||
Advantech | Advantech Automation | short‐term bank | USD10,000 | $307,050 | Under the limit |
(ACL) | Corporation (AAC BVI) | loan | (Note2) | ||
Advantech | Advantech Corporate | short‐term bank | USD10,000 | $307,050 | Under the limit |
(ACL) | Investment (ACI) | loan | (Note2) | ||
Advantech | Advantech Technology | short‐term bank | Under the limit | ||
(China) Company Ltd. | USD6,000 | $184,230 | |||
(ACL) | loan | (Note2) | |||
(AKMC) | |||||
Advantech | Advantech KR Co., Ltd. | short‐term bank | USD6,000 | $184,230 | Under the limit |
(ACL) | (AKR) | loan | (Note2) | ||
Advantech | Advantech Intelligent | short‐term bank | USD3,000 | $92,115 | Under the limit |
(ACL) | Services Co.,Ltd. (AiCS) | loan | (Note2) | ||
Advantech | Advantech Intelligent | short‐term bank | USD3,000 | $92,115 | Under the limit |
(ACL) | Health Co.,Ltd. (AIH) | loan | (Note2) | ||
Advantech | Advantech Brasil Ltda. | short‐term bank | USD1,500 | $46,058 | Under the limit |
(ACL) | (ABR) | loan | (Note2) | ||
Advantech | Advantech Vietnam | short‐term bank | Under the limit | ||
Technology company | USD1,000 | $30,705 | |||
(ACL) | loan | (Note2) | |||
Limited.(AVN) | |||||
Advantech | Advantech Technology | short‐term bank | USD1,000 | $30,705 | Under the limit |
(ACL) | Limited Liability Company | loan | (Note2) | ||
Advantech | Cermate Technologies Inc. | short‐term bank | USD1,000 | $30,705 | Under the limit |
(ACL) | loan | (Note2) | |||
Advantech | Cermate Technologies | short‐term bank | USD1,000 | $30,705 | Under the limit |
(ACL) | (Shenzhen) Inc. | loan | (Note2) | ||
Advantech | Advantech Turkey Teknoloji | short‐term bank | USD500 | $15,353 | Under the limit |
(ACL) | AnoniM Sirketi (ATR) | loan | (Note2) | ||
Advantech | Advantech Czech s.r.o. | short‐term bank | USD500 | $15,353 | Under the limit |
(ACL) | loan | (Note2) | |||
Advantech | Advanixs Corporation | short‐term bank | USD500 | $15,353 | Under the limit |
(ACL) | loan | (Note2) | |||
Advantech | Advantech Australia Pty | short‐term bank | USD200 | $6,141 | Under the limit |
(ACL) | Limited.(AAU) | loan | (Note2) | ||
Advantech | Advantech Co.Malaysia SDN | short‐term bank | USD100 | $3,071 | Under the limit |
(ACL) | BHD | loan | (Note2) | ||
Advantech | Advantech Co.Singapore | short‐term bank | USD100 | $3,071 | Under the limit |
(ACL) | Pte.Ltd. | loan | (Note2) | ||
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Guarantor | Subsidiary of the | Category | Amount | NTD (NTD___K) | Remarks |
(Company) | guaranteed company | (original currency ___K) | |||
Advantech | Advantech | short‐term bank | Under the limit | ||
Corporation(Thailand) | USD100 | $3,071 | |||
(ACL) | loan | (Note2) | |||
Co.Ltd. | |||||
Advantech | PT Advantech International | short‐term bank | USD50 | $1,535 | Under the limit |
(ACL) | loan | (Note2) | |||
Advantech | Yan Xu Green Electricity | short‐term bank | NTD526,680 | $526,680 | Under the limit |
(ACL) | Co.,Ltd. | loan | (Note2) | ||
Total | $4,093,093 | Under the limit | |||
(Note1) | |||||
Note: The amount of limit is calculated in accordance with the company's Rules for Making of Endorsements and Guarantees:
- Maximum endorsement and guarantee amounted to NT$14,538,346 thousand.
- Maximum endorsement and guarantee for one single enterprise amounted to NT$4,846,115 thousand.
- The amount of limit referred to above is calculated in accordance with the net value NT$48,461,152 thousand stated in the 2023 audited financial statements.
Report No. 6
Cause of action : The report on the Company's acquiring the land parcel case of number 9 in the Huaya section from related party
Explanation : 1.Reasons and necessity of transaction:
Advantech considers the industrial characteristics and the production capacity strategies while facing global geopolitical risks, and concludes that it is necessary to have the production base in Taiwan expanded appropriately in a long run. Also, Advantech has the aspects of operating synergy, industrial clustering, land use efficiency, price cost, and other relevant aspects assessed comprehensively. In general, Land Parcel case of No. 9 in Huaya Section is the best choice for the company in terms of comprehensive land development conditions and logistic support; therefore, this transaction is essential to the company.
2.Transaction Amount, Review Procedures, and Compliance:
The related party transaction case was approved by the Audit Committee and the Board of Directors of Advantech on October 30, 2023. Advantech acquired the land located at No. 9, Huaya Section, Guishan District, Taoyuan City, totaling 3,121.8 pings (10,320 square meters), from its related party, AIDC Investment Corp. at a total transaction amount of NTD
1.88 billion. The decision‐making process referred to real estate appraisal reports issued by two professional valuation agencies, as well as a reasonable opinion letter from the accountant. After approval by the Board of Directors, the case was publicly disclosed through significant information announcements and a press conference, and the overall process complied with legal and regulatory requirements.
3.Other explanations:
Land Parcel case of No. 9, Huaya Section, Guishan District, Taoyuan City is a "5th industrial zone" with the construction coverage rate of 70% and the floor area ratio of 420% granted, and the ownership cannot be
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transferred currently until obtaining the usage license in 2026 or 2027 according to the industrial zoning regulations. An amount of NT$200 million was paid in 2023 for having the land contract signed and then an amount of NT$1.68 billion will be paid after the land is transferred. The relevant land taxes are to be paid for by the current holder (AIDC Investment Corp.) before the land is transferred. The rights and obligations related to land transfer and settlement are clearly stipulated in a contract signed separately, which has been reviewed by the internal lawyers of Advantech and external lawyers of Lee and Li Attorneys at Law and approved by the Board of Directors, also signed by Independent Director Benson Liu on behalf of Advantech with the rights and interests of Advantech properly protected.
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2. Acknowledgement Items
Acknowlegement 1: | (Proposed by the Board of Directors) |
Cause of action | : Adoption of the 2023 Business Report and Financial Statements. |
Explanation | : 1.The 2023 business report and standalone financial statements. |
(including consolidated financial statements) were composed by the Board of | |
Directors. The company's financial statements were audited by independent | |
auditors, Liang, Hua‐Ling and Lin, Yi‐Fan, of PricewaterhouseCoopers Taiwan | |
and were reviewed by the supervisor along with the business report with a | |
written audit report issued. | |
2. The Business Report, independent auditor's report, and Financial Statements | |
are enclosed as Attachment I and Attachment III.(P10~40) | |
Resolution | : |
Acknowledgement 2: | (Proposed by the Board of Directors) |
Cause of action | : Adoption of the Proposal for Distribution of 2023 Earnings. |
Explanation | : 1.Please refer to the 2023 profit distribution table in Attachment IV.(P41) |
2. The Company's net income after tax of FY2023 was NT$10,837,529,628 (EPS | |
NT$12.65) and resulted from adding NT$8,670,220,044 of undistributed | |
earnings at the beginning of the period, deducting NT$31,987,586 of | |
retained earnings from investments accounted for using equity method, | |
adding NT$2,241,658 of re‐measured amount of the benefit plan recognized | |
in retained earnings , and adding disposing the investments in equity | |
instruments measured at fair value through other comprehensive income, the | |
NT$ 121,416,286 cumulative profit and losses directly transferred to retained | |
earnings. After appropriating the legal reserve of NT$1,092,920,004 and | |
reversing special reserves of NT$ 0, the available surplus for distribution is | |
NT$18,506,500,084. The proposed distribution is as follows: | |
(1) The amounts of NT$8,155,268,901 (cash dividends) out of the 2023 | |
earnings are appropriated for distribution as cash dividends and share | |
dividends to shareholders, respectively. The dividend will be calculated | |
based on the total number of outstanding common shares issued as of | |
December 31, 2023, which is 858,449,358 shares. The proposed cash | |
dividend to be distributed to shareholders is NT$9.5 per share. | |
(2) The distribution of cash dividend is calculated to the dollar (round | |
up to the dollar). The total amount of the odd shares with a | |
distribution of less than NT$1 will be booked as the other income or | |
other expense of the company. | |
(3) The current distribution of earnings is scheduled before the dividend | |
benchmark date. If there is any change in the yield rate because of any | |
change in the company's outstanding shares, a request is to be made | |
having the Chairman authorized to handle matters related to the | |
changes. | |
Resolution | : |
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- Other Business and Special Motions
- Adjournment
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ATTACHMENTS
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Attachments
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Disclaimer
ADVANTECH Co. Ltd. published this content on 29 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2024 06:48:08 UTC.