Meeting Agenda
Time: 9:Friday, April 27, 2007
Place: Processing Zone’s Tze-Chiang Auditorium, No. 20 Nan-Er Rd, TEPZ, Tantze Hsiang, Taichung County
I. Opening announcement
II. Chairman’s address
III. Reporting items
1. 2006 business report
2. Supervisor review of 2006 financial statements.
3. Report endorment and guarantee conditions
4. Set forth meeting rules for the Company’s board of directors.
5. Report on 2006 private placement of common stock and no further
private placement installments during the remaining period.
IV. Acknowledgment, discussion and voting itemsenough是什么意思
1. Submission and acknowledgement of the Company’s 2006 financial
statements
2. Submission and acknowledgement of the Company’s 2006 earnings
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distribution plan.
3. Submission and vote on the proposal to issue new shares by capital
increa by cash and global depository receipt.
4. Submission and vote on proposal for private placement of common
stock.
5. Submission and vote on propod revisions to the Company’s Articles
of Incorporation.
6. Submission and vote on propod revisions to the Company’s
Procedures Governing the Acquisition and Disposal of Asts.
7. Submission and election of directors and supervisors.
8. Submission and vote on propod removal of non-competing clau
for directors.
V, Special motions
VI. Meeting adjourned
Wintek Corporation
2006 Business Report
I. Business plan implementation results
Group consolidated net sales for the Company in 2006 totaled 33,694,325,000 New Taiwan Dollars and group consolidated net income was 2,336,967,000 New Taiwan Dollars.
Group consolidated net sales in 2006 decread 38% as compared to 2005. Profits also declined 59% relative to 2005. The major reasons for the changes are:
1. TFT development plans did not proceed as expected.
debate的用法2. Inten market competition and dropping prices.
minority shareholding $11,576,000.
II. Financial income and expenditures and profitability analysis:
1. Financial income and expenditures:
2006 group consolidated interest income NT282,994,000 dollars,
interest expenditures was 554,634,000 dollars, foreign exchange
gain 148,254,000, total financial expenditure 123,386,000.
2. Profitability analysis
2006 group consolidated net sales NT2,737,621,000 dollars, net
operating income and expenditures was a net expenditure of
395,257,000 dollar, pre-tax income 2,342,364,000, net income
2,336,967,000.
III. Rearch and development conditions:
The major R&D results for the Company in 2006 were: Continued development of the core technology for thin-films, high brightness backlights and TFT products.
replied
Acknowledgement, Discussion and Voting Items
Item 1 【The Board of Directors submits】Item: Submission and acknowledgment of the Company’s 2006 financial statements
Description:
1. The Company’s 2006 financial statements and consolidated financial
statements were duly audited and certified by independent auditors
Clark C. Chen and Arthur Yang of T. N. Soong & Co who submitted a
revid unqualified opinion audit report.
2. The following statements and reports were prepared in accordance
with Article 228 of the Company Law.
(1) Business operation report.
(2) Financial statement
Resolution:
Item 2【The Board of Directors submits】Item: Submission and acknowledgement of the Company’s 2006 earnings distribution.
Description:
Wintek Corporation
Profit Allocation Plan
2006
Unit: NT dollars
1. Cash bonus shall equal to the Shareholders dividend of $1,048,653,035.
2. The board of directors is fully authorized to make changes to the
shareholder cash dividend rate if the number of outstanding shares is affected as a result of the exerci of convertible bonds and the exerci of stock warrants by the employee.
3. (1) The Company propos to allocate 146,499,635 dollars as cash
bonus for employee and 35,280,000 dollars as remuneration for director and supervisor.
(2) Earnings per share are calculated to be 2.10 dollars after the
六级几分过propod allocation of employee cash bonus and director and supervisor remuneration. 【（Net profit 2,325,391,039 dollars – employee bonus 146,499,635 dollars －director and supervisor rem
uneration 35,280,000 dollars）÷ weighted average number of outstanding shares 1,020,023,335 shares】
4. In order to comply with two-in-one tax measures, priority is given to
distributing profits from the year 1998 and after so shareholders can deduct the tax allocated in accordance with Article 66-6 of the Income Tax Law. When calculating the 10% surtax levied on undistributed earnings in accordance with Article 66-9 of the Income Tax Law, the specific identification method is ud in accordance with the provisions of Ministry of Finance’s 1998/04/30 administrative letter Tai-Tsai-Shui(no 871941343) and preference is given to allocating earnings from recent years.
5. After acknowledgement of propod cash dividend allocation plan, the
shareholders’ meeting resolved to authorize the Chairman to t the ex-dividend date.
Resolution:在线英汉
Item 3【The Board of Directors submits】Item: Submission and vote on proposal to increa the capital by cash and issue new shares to sponsor the issue of global depository receipt ("GDR").
Description: In order to meet capital requirements for the Company’s purchas of raw material overas, the shareholders’ meeting is requested to authorize the Board of Directors to sponsor the issue of GDR in accordance with the following principles:
1. The number of new shares to be issued for this capital increa by
cash to sponsor the issue of GDR shall be temporarily t at between
80,000,000 and 100,000,000 shares. The shareholders’ meeting shall
authorize the Board of Directors to adjust the issue size within the
above range bad on market conditions.
2. The issue price of GDR sponsored by new shares issued for this
capital increa by cash shall be determined according to international practice. The Chairman shall be authorized to determine the actual issue price bad on market conditions and agreement with the underwriters.
3. Plea refer to the evaluation report for information regarding to the
basis and reasonableness of price determination, reasons for not adopting other capital raising methods and its reasonableness and effect on shareholder's rights and interests.
4. It is propod that, pursuant to Article 267 of the Company Law, 15%sddsupdate是什么
of the total amount of common shares to be issued for this capital increa by cash shall be rerved for subscription by company employees and the entire remaining 85% shall be provided in whole for public offering to sponsor the issue of GDR referred to above as the underlying curities. The portion of shares unsubscribed by employees shall be subscribed by specific person(s) lected by the Chairman or shall sponsor the issue of the GDR as the underlying curities when necessary, subject to market conditions.
5. The proceeds raid from this issue is propod to rve as the capital
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required for the Company’s purcha of raw materials overas. The total amount of this issue of GDR is temporarily t between US$123,077,000 and US$153,846,000 and is expected to rai funds in the amount of NT$4,000,000,000 to NT$5,000,000,000. Plea refer to the evaluation report for the items planed for the u of proceeds, schedule of u of proceeds and estimated possible profits and effects.
6. It is propod to authorize the Board of Directors with full power and
authority to determine the key contents of the capital increa by cashplan including issue price, actual issue number, terms and offering plan, scheduled item, amount raid, propod schedule, estimated possible profits and effects and other related matters which includes amendments required in accordance with the instructions from governmental authorities or business asssment or market conditions.
7. In order to sponsor of the issue of GDR by issue of new shares
through capital increa by cash , it is propod to authorize the Company’s Chairman or person(s) appointed by him to approve and
休息的意思execute all documents related to the issue of GDR on behalf of the
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Company and handle all matters related to the issue of GDR for the
Company.
8. After the capital increa by cash is approved by the governmental
authority, it is propod to authorize the Board of Directors to handle
the matters related to the issue of new shares.
9. It is propod to authorize the Chairman with full power and authority
to handle all other matters in connection therewith pursuant to the
law.
Resolution:
Item 4【The Board of Directors submits】Item: Submission and vote on the propod private placement of common shares plan.
Description:
1. To meet industry development trends and company operation
requirements, a private placement of common shares within a
100,000,000 share range is propod.
2. Accredited persons for the private placement shall be arranged in
accordance with Article 43-1 of the Securities Trading Law: The total
amount of the private placement shall be determined bad on the
actual issue price. The price of this private placement may not be t
below 80% of the simple arithmetic mean of the closing price of the
common stock taken one, three and five business days prior to the
price determination date and following stock grant deduction. The
Chairman shall be authorized to decide the actual price determination
date depending on accredited person arrangements. Key matters
concerning the private placement plan and other matters related to the
private placement may be adjusted if necessary in accordance with
instructions made by supervisory agencies and in respon to market
conditions. If the private placement needs to be made in installments
due to prevailing conditions, the Chairman is fully authorized to do so.
3. Reason from not adopting public offering and u of capital: In order to
meet the industry development trends and Company business
requirements, private placement has been propod to introduce
strategic alliance partners. The speed and simplicity of private
placement procedures makes it suitable to arranging strategic
alliances. The capital raid from the private placement shall be
utilized as stipulated in the strategic alliance agreement.
Estimated benefits and effects: In order to respond rapidly to the
industry and environmental changes, introducing strategic alliance
partners can strengthen the technology, business and critical
