Delta Electronics, Inc. ("Company")
Minutes of 2024 Annual General Shareholders' Meeting
(Translation)
Time: 10:00 AM, May 30, 2024
Place: Auditorium, 8F., No.16, Tungyuan Road, Chungli District, Taoyuan City
Quorum: 2,303,280,068 shares were represented by the shareholders and proxies present, which amounted to 88.67% of the Company's 2,597,543,329 issued and outstanding shares.
Board Members Present: Yancey Hai, Bruce CH Cheng, Mark Ko, Ping Cheng, Simon Chang, Shan- Shan Guo, Ji-Ren Lee (Independent Director), Jack J. T. Huang (Independent Director), Shyue-Ching Lu (Independent Director), Rose Tsou (Independent Director), and Audrey Tseng (Independent Director). 11 members of the Board of Directors (including 5 Independent Directors) were present.
Attendance: CPA, Mr. Chou, Chien-Hung, PricewaterhouseCoopers, Taiwan, Director, Mr. Roger Wang, PricewaterhouseCoopers, Taiwan, Attorneys-at-Law, Mr. James Chen, Corporate CFO, Mr. Beau Yu and Chief Legal Officer, Mr. Karl Yeh
Chairman: Yancey Hai, Chairman of the Board of Directors
Recorder: Yichun Chen
Commencement: (The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.)
Salute according to the etiquette
Chairman's speech: (omitted)
1
1. Report Items
- The Company's 2023 Operation Results (Please see Appendix 1)
- The Company's 2023 Financial Results (Please see Appendix 2 and 3)
-
The Company's Audit and Risk Committee's Review Opinions on 2023 Annual Final
Accounting Books and Statements (Please see Appendix 4) - The Company's Report on 2023 Employees' and Directors' Compensation
The Company's annual profit in 2023 is NT$41,206,378,683, of which 7.7% is allocated as the employees' compensation in cash totaling NT$3,172,303,206 and 0.15% is allocated as the directors' compensation in cash totaling NT$61,660,000. - The Company's Report on Issuance of Unsecured Ordinary Corporate Bond
- In order to replenish working capital, repay debt and/or support capital expenditures related to business expansion and other medium and long-term funding needs, the Board of Directors of the Company approved the issuance of unsecured ordinary corporate bond and/or sustainable bond on February 22, 2023 and February 29, 2024 respectively. The each aggregate amount does not exceed NT$50 billion and NT$30 billion, which may be issued once or in installments within one year from the date of the resolution of the Board of Directors.
- The Company issued the 1st issuance of unsecured ordinary corporate bond in 2023 (112-1) with totaling amount NT$5 billion. It has been effectively registered on January 3, 2023 upon the letter No. 11100135521 issued by the Taipei Exchange.
- The Company issued the 2nd issuance of unsecured ordinary corporate bond in 2023 (112-2) with totaling amount NT$6.5 billion that are comprised of 2 Tranches, Tranche A and Tranche B, according to different issuance period. It has been effective registration on April 18, 2023 upon the letter No. 11200029341 issued by the Taipei Exchange. The amount issued for Tranche A is NT$3.0 billion and the amount issued for Tranche B is NT$3.5 billion.
- The Company issued the 3rd issuance of unsecured ordinary corporate bond in 2023 (112-3) with totaling amount NT$6 billion. It has been effectively registered on May 26, 2023 upon the letter No. 11200049781 issued by the Taipei Exchange.
- The status of issuance of the unsecured ordinary corporate bond is as below:
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Status of issuance of corporate bonds
Unit: NT$1,000 | |||||||||
Type of Corporate Bonds | Domestic Unsecured | Domestic Unsecured Bond (112-2) | Domestic Unsecured | ||||||
Bond (112-1) | |||||||||
Tranche A | Tranche B | Bond (112-3) | |||||||
Issue Date | 2023/01/12 | 2023/04/27 | 2023/04/27 | 2023/06/05 | |||||
Denomination | 1,000 | 1,000 | 1,000 | ||||||
Offering Price | At Par | At Par | At Par | ||||||
Total Amount | 5,000,000 | 3,000,000 | 3,500,000 | 6,000,000 | |||||
Coupon | 1.83% | 1.43% | 1.53% | 1.49% | |||||
Tenure & Maturity Date | 3 years | 3 years | 5 years | 3 years | |||||
Maturity:2026/01/12 | Maturity:2026/04/27 | Maturity:2028/04/27 | Maturity:2026/06/05 | ||||||
Guarantor | None | None | None | ||||||
Trustee | CTBC Bank Co., Ltd. | CTBC Bank Co., Ltd. | CTBC Bank Co., Ltd. | ||||||
Underwriter | KGI Securities Co. Ltd. | Yuanta Securities Co., Ltd. | KGI Securities Co. Ltd. | ||||||
Legal Counsel | True Honesty | True Honesty International Law Offices | True Honesty | ||||||
International Law Offices | International Law Offices | ||||||||
Auditor | PricewaterhouseCoopers, | PricewaterhouseCoopers, Taiwan | PricewaterhouseCoopers, | ||||||
Taiwan | Taiwan | ||||||||
Repayment | Bullet Repayment | Bullet Repayment | Bullet Repayment | ||||||
Outstanding | 5,000,000 | 3,000,000 | 3,500,000 | 6,000,000 | |||||
Redemption or Early Repayment | None | None | None | ||||||
Clause | |||||||||
Covenants | None | None | None | ||||||
Credit Rating Agency, Rating Date | N/A | N/A | N/A | ||||||
and Rating Result | |||||||||
As of April 9, | |||||||||
2024, amount of | |||||||||
converted or | |||||||||
Other Rights of | exchanged | N/A | N/A | N/A | |||||
common shares, | |||||||||
Bondholders | |||||||||
GDRs or other | |||||||||
securities | |||||||||
Conversion Right | None | None | None | ||||||
Dilution Effect and Other Adverse | None | None | None | ||||||
Effects on Existing Shareholders | |||||||||
Custodian | None | None | None | ||||||
There is no question to report items raised by the shareholders.
3
2. Proposal Items
-
Adoption of the Company's 2023 Annual Business Report and Financial Statements (Proposed by the Board of Directors)
Explanation: - This Company's 2023 Annual Business Report and Financial Statements including the
Parent Company Only Financial Statements and Consolidated Financial Statements (please refer to Appendix 1~3) had been resolved by the Board and Directors and reviewed by the Company's Audit and Risk Committee, of which the Parent Company
Only Financial Statements and the Consolidated Financial Statements had been audited by CPA, Hsiao, Chun-Yuan and CPA, Chou, Chien-Hung from PricewaterhouseCoopers,
Taiwan. The Company's Audit and Risk Committee has found no discrepancies after a thorough review and has made a written review report. - It is proposed by the Board of Directors to submit the 2023 Annual Business Report and
Financial Reports to this Annual General Shareholders' Meeting for adoption.
- This Company's 2023 Annual Business Report and Financial Statements including the
Resolution:
There is no question raised by the shareholders. Approved and acknowledged as proposed by the Board of Directors by voting. A total of 2,303,278,468 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,147,448,647, among which 1,427,093,117 was exercised by electronic transmission; the number of voting rights for rejection is 842,039, among which 842,039 was exercised by electronic transmission; the number of invalid votes is 0, the number of voting rights for abstention is 154,987,782, among which 154,941,944 was exercised by electronic transmission and 93.23% of the total voting rights voted for approval when votes were cast.
-
Adoption of the Company's 2023 Earnings Distribution
(Proposed by the Board of Directors) Explanation: - The 2023 Earnings Distribution Table is compiled as follows in accordance with Company Act and the Articles of Incorporation and had been resolved by the Board of
Directors and reviewed by the Company's Audit and Risk Committee. The Audit and Risk
Committee has found no discrepancies after a thorough review and has made a written review report. - The Board of Directors proposed to set aside NT$16,702,203,606 for cash dividends. According to the number of shares issued and entitled to distribution totaling 2,597,543,329, the cash dividends of NT$6.43 per share will be distributed. The Board of Directors authorized the Chairman subject to the approval of Annual General
Shareholders' Meeting to set a record date on which the proposed cash dividends would be distributed according to the shareholding ratio of shareholders appeared in the register of shareholders on the designated record date of distribution. In the event that the proposed earnings distribution approved is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a change in common shares (such as, buyback of shares for transfer or cancellation, domestic capital increase by cash, and exercise of employee stock options), it is proposed that the Chairman be authorized to adjust the cash dividends to be distributed to each share based on the
- The 2023 Earnings Distribution Table is compiled as follows in accordance with Company Act and the Articles of Incorporation and had been resolved by the Board of
4
number of actual shares outstanding on the record date for distribution.
-
It is proposed by the Board of Directors to submit the 2023 Earnings Distribution to this
Annual General Shareholders' Meeting for adoption.
Delta Electronics, Inc. | ||||
2023 Earnings Distribution Table | ||||
Unit: NT$ | ||||
Item | Description | Amount | ||
Net profit after tax for the year 2023 | 33,392,665,330 | |||
Subtract: Setting aside 10% legal reserve | 3,364,650,915 | |||
Setting aside special reserve | 1,027,059,852 | |||
Earnings available for distribution by the end of 2023 | 29,000,954,563 | |||
Add: Retained earnings in the beginning of 2023 | 50,257,279,711 | |||
Profit on disposal of financial assets at fair value through | ||||
other comprehensive income in 2023 | 399,302,577 | |||
Subtract: Actuarial profit on defined benefit plan in 2023 | 144,951,834 | |||
Difference between consideration and carring amount of | ||||
subsidiaries acquired or disposed in 2023 | 506,928 | |||
Earnings available for distribution by the end of the fiscal year | 79,512,078,089 | |||
(Note 1) | ||||
Distribution Items: | ||||
Shareholders' dividends - Cash | NT$6.43 per share | 16,702,203,606 | ||
Undistributed earnings by the end of 2023 | 62,809,874,483 |
(Note 1) The principle of 2023 earnings distribution: earnings available for distribution by the end of the fiscal year shall be distributed first.
(Note 2) Cash dividends distributed are rounded up to NT$1. The total amount of fractional cash dividends less than NT$1 shall be reversed to undistributed earnings.
Chairman: Yancey Hai | Manager: Ping Cheng | Chief Accounting Officer: Beau Yu |
Resolution:
There is no question raised by the shareholders. Approved and acknowledged as proposed by the Board of Directors by voting. A total of 2,303,278,468 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,150,338,119, among which 1,429,982,589 was exercised by electronic transmission; the number of voting rights for rejection is 224,722, among which 224,722 was exercised by electronic transmission; the number of invalid votes is 0, the number of voting rights for abstention is 152,715,627, among which 152,669,789 was exercised by electronic transmission and
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93.35% of the total voting rights voted for approval when votes were cast.
3. Discussion Items
-
Discussion of the Amendments to the Company's "Articles of Incorporation"
(Proposed by the Board of Directors) Explanation: - In order to accommodate the Company's business practice, it is proposed to amend certain provisions of the "Articles of Incorporation." Please see the comparison table of revised articles of the "Articles of Incorporation" for the detailed revisions.
- The proposed amendments are submitted for discussion.
Comparison Table of Revised Articles of the Articles of Incorporation
Article | Article after revision | Article before revision | Explanation | |||
Article 2 | The | Company is engaged in the | The Company is engaged in the | Amendments | ||
following businesses: | following businesses: | are made due | ||||
1. | A101020 Growing of crops; | 1. | A101020 | Growing of crops; | to the practical | |
2. | C801010 Basic chemical industry | 2. | A101030 | Growing of special | requirement. | |
business; | crops; | |||||
3. | C801990 Other chemical material | 3. | A101040 | Growing of edible fungi; | ||
manufacturing | 4. | A102041 | Recreational agriculture; | |||
business; | 5. | C801010 | Basic chemical industry | |||
4. | C802120 Industrial catalyst | business; | ||||
manufacturing; | 6. | C801990 | Other chemical material | |||
5. | CA02990 Other fabricated metal | manufacturing | ||||
products manufacturing | business; | |||||
not elsewhere | 7. | C802120 | Industrial catalyst | |||
classified; | manufacturing; | |||||
6. | CA04010 Metal surface treating; | 8. | CA02990 Other fabricated metal | |||
7. | CB01010 Machinery equipment | products manufacturing | ||||
manufacturing | not elsewhere | |||||
business; | classified; | |||||
8. | CB01071 Frozen and air- | 9. | CA04010 Metal surface treating; | |||
conditioning | 10.CB01010 Machinery equipment | |||||
manufacturing | manufacturing | |||||
business; | business; | |||||
9. | CB01990 Other machinery | 11.CB01071 Frozen and air- | ||||
manufacturing | conditioning | |||||
business; | manufacturing | |||||
10.CC01010 Electronic power | business; | |||||
generating, electric | 12.CB01990 Other machinery | |||||
transmission and power | manufacturing | |||||
distributing machinery | business; | |||||
manufacturing | 13.CC01010 Electronic power | |||||
business; | generating, electric | |||||
11.CC01030 Electric appliance and | transmission and power | |||||
6 |
Article | Article after revision | Article before revision | Explanation | ||
audiovisual electric | distributing machinery | ||||
products manufacturing | manufacturing | ||||
business; | business; | ||||
12. | CC01040 Lighting equipment | 14. | CC01030 Electric appliance and | ||
manufacturing | audiovisual electric | ||||
business; | products manufacturing | ||||
13. | CC01060 Wire communication | business; | |||
equipment and | 15. | CC01040 Lighting equipment | |||
apparatus | manufacturing | ||||
manufacturing | business; | ||||
business; | 16. | CC01060 Wire communication | |||
14. | CC01070 Wireless | equipment and | |||
communication devices | apparatus | ||||
and equipment | manufacturing | ||||
manufacturing | business; | ||||
business; | 17. | CC01070 Wireless | |||
15. | CC01080 Electronic parts and | communication devices | |||
components | and equipment | ||||
manufacturing | manufacturing | ||||
business; | business; | ||||
16. | CC01090 Batteries manufacturing | 18. | CC01080 Electronic parts and | ||
business; | components | ||||
17. | CC01100 Restrained | manufacturing | |||
telecommunication | business; | ||||
radio frequency | 19. | CC01090 Batteries manufacturing | |||
equipment and | business; | ||||
materials | 20. | CC01100 Restrained | |||
manufacturing; | telecommunication | ||||
18. | CC01110 Computers and its | radio frequency | |||
peripheral equipment | equipment and | ||||
manufacturing business; | materials | ||||
19. | CC01120 Data storage media | manufacturing; | |||
manufacturing and | 21. | CC01110 Computers and its | |||
duplicating; | peripheral equipment | ||||
20. | CC01990 Other electrical and | manufacturing business; | |||
electronic machinery | 22. | CC01120 Data storage media | |||
and materials | manufacturing and | ||||
manufacturing | duplicating; | ||||
business; | 23. | CC01990 Other electrical and | |||
21. | CD01010 Ship and parts | electronic machinery | |||
manufacturing | and materials | ||||
business; | manufacturing | ||||
22. | CD01020 Tramway cars | business; | |||
7 |
Article | Article after revision | Article before revision | Explanation | ||
manufacturing | 24. | CD01010 Ship and parts | |||
business; | manufacturing | ||||
23. | CD01030 Automobiles and auto- | business; | |||
parts manufacturing | 25. | CD01020 Tramway cars | |||
business; | manufacturing | ||||
24. | CD01040 Motorcycles and | business; | |||
motorcycle parts | 26. | CD01030 Automobiles and auto- | |||
manufacturing | parts manufacturing | ||||
business; | business; | ||||
25. | CD01050 Bicycles and bicycle | 27. | CD01040 Motorcycles and | ||
parts manufacturing | motorcycle parts | ||||
business; | manufacturing | ||||
26. | CD01060 Aircraft and parts | business; | |||
manufacturing | 28. | CD01050 Bicycles and bicycle | |||
business; | parts manufacturing | ||||
27. | CD01990 Other transportation | business; | |||
equipment and parts | 29. | CD01060 Aircraft and parts | |||
manufacturing | manufacturing | ||||
business; | business; | ||||
28. | CE01010 General equipment and | 30. | CD01990 Other transportation | ||
instruments | equipment and parts | ||||
manufacturing | manufacturing | ||||
business; | business; | ||||
29. | CE01021 Measuring instruments | 31. | CE01010 General equipment and | ||
manufacturing | instruments | ||||
business; | manufacturing | ||||
30. | CE01030 Photographic and | business; | |||
optical equipment | 32. | CE01021 Measuring instruments | |||
manufacturing | manufacturing | ||||
business; | business; | ||||
31. | CE01040 Clocks and watches | 33. | CE01030 Photographic and | ||
manufacturing | optical equipment | ||||
business; | manufacturing | ||||
32. | CE01990 Other photographic and | business; | |||
optical equipment | 34. | CE01040 Clocks and watches | |||
manufacturing | manufacturing | ||||
business; | business; | ||||
33. | CF01011 Medical appliances and | 35. | CE01990 Other photographic and | ||
equipment business; | optical equipment | ||||
34. | CQ01010 Die manufacturing; | manufacturing | |||
35. | E599010 Pipe lines construction | business; | |||
business; | 36. | CF01011 Medical appliances and | |||
36. | E601010 Electric appliance | equipment business; | |||
8 |
Article | Article after revision | Article before revision | Explanation | |||
installation business; | 37. | CQ01010 Die manufacturing; | ||||
37. | E601020 Electric appliance | 38. | E599010 | Pipe lines construction | ||
construction business; | business; | |||||
38. | E602011 Frozen and air- | 39. | E601010 | Electric appliance | ||
conditioning | installation business; | |||||
engineering; | 40. | E601020 | Electric appliance | |||
39. | E603010 Cables construction; | construction business; | ||||
40. | E603040 Fire safety equipment | 41. | E602011 Frozen and air- | |||
installation business; | conditioning | |||||
41. | E603050 Automation control | engineering; | ||||
equipment | 42. | E603010 | Cables construction; | |||
manufacturing business; | 43.E603040 | Fire safety equipment | ||||
42. | E603090 Lighting equipment | installation business; | ||||
installation business; | 44. | E603050 Automation control | ||||
43. | E604010 Machinery installation | equipment | ||||
business; | manufacturing business; | |||||
44. | E605010 Computer equipment | 45. | E603090 | Lighting equipment | ||
installation business; | installation business; | |||||
45. | E701010 Telecommunications | 46. | E604010 | Machinery installation | ||
construction; | business; | |||||
46. | E701030 Restricted | 47. | E605010 | Computer equipment | ||
telecommunication radio | installation business; | |||||
frequency equipment | 48. | E701010 | Telecommunications | |||
and materials | construction; | |||||
installation business; | 49. | E701030 | Restricted | |||
47. | EZ05010 Apparatus installation | telecommunication radio | ||||
and construction | frequency equipment | |||||
business; | and materials | |||||
48. | EZ14010 Sport venue equipment | installation business; | ||||
construction; | 50. | EZ05010 Apparatus installation | ||||
49. | F101130 Wholesale of vegetable | and construction | ||||
and fruits; | business; | |||||
50. | F106030 Wholesale of die; | 51. | EZ14010 Sport venue equipment | |||
51. | F106040 Water containers | construction; | ||||
wholesale business; | 52. | F101130 Wholesale of vegetable | ||||
52. | F108031 Drugs and medical | and fruits; | ||||
goods wholesale | 53. | F106030 Wholesale of die; | ||||
business; | 54. | F106040 Water containers | ||||
53. | F113010 Machinery wholesale | wholesale business; | ||||
business; | 55. | F108031 Drugs and medical | ||||
54. | F113020 Electrical appliances | goods wholesale | ||||
wholesale business; | business; | |||||
55. | F113030 Wholesale of precision | 56. | F113010 Machinery wholesale | |||
9 |
Article | Article after revision | Article before revision | Explanation | |||
Instruments; | business; | |||||
56. | F113050 Computer and office | 57. | F113020 Electrical appliances | |||
appliances and | wholesale business; | |||||
equipment wholesale | 58. | F113030 Wholesale of precision | ||||
business; | Instruments; | |||||
57. | F113060 Wholesale of | 59. | F113050 Computer and office | |||
metrological | appliances and | |||||
Instruments; | equipment wholesale | |||||
58. | F113070 Telecommunication | business; | ||||
equipment wholesale | 60. | F113060 Wholesale of | ||||
business; | metrological | |||||
59. | F113110 Wholesale of batteries; | Instruments; | ||||
60. | F118010 Computer software | 61. | F113070 Telecommunication | |||
wholesale business; | equipment wholesale | |||||
61. | F119010 Electronic components | business; | ||||
and materials wholesale | 62.F113110 Wholesale of batteries; | |||||
business; | 63. | F118010 Computer software | ||||
62. | F199990 | Other wholesale | wholesale business; | |||
business; | 64. | F119010 Electronic components | ||||
63. | F201010 | Retail sale of agricultural | and materials wholesale | |||
products; | business; | |||||
64. | F206030 | Retail sale of die; | 65. | F199990 Other wholesale | ||
65. | F208031 | Medical equipment retail | business; | |||
business; | 66. | F201010 Retail sale of agricultural | ||||
66. | F213010 | Electrical appliances | products; | |||
retail business; | 67. | F206030 Retail sale of die; | ||||
67. | F213030 Computer and office | 68. | F208031 Medical equipment retail | |||
appliances and | business; | |||||
equipment retail | 69. | F213010 Electrical appliances | ||||
business; | retail business; | |||||
68. | F213050 | Retail sale of | 70. | F213030 Computer and office | ||
metrological | appliances and | |||||
Instruments; | equipment retail | |||||
69. | F213060 Telecommunication | business; | ||||
equipment retail | 71. | F213050 Retail sale of | ||||
business; | metrological | |||||
70. | F213110 Retail sale of batteries; | Instruments; | ||||
71. | F217010 | Retail sale of fire safety | 72. | F213060 Telecommunication | ||
equipment; | equipment retail | |||||
72. | F218010 | Computer software retail | business; | |||
business; | 73. | F213110 Retail sale of batteries; | ||||
73. | F219010 | Electronic components | 74. | F217010 Retail sale of fire safety | ||
and materials retail | equipment; |
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Delta Electronics Inc. published this content on 05 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 June 2024 08:44:06 UTC.