ITEQ : 2024 Meeting Agenda

Ticker symbol: 6213

Innovation, Teamwork, Excellence, Quality

ITEQ Corporation

2024 Annual Meeting of

Shareholders

Agenda Handbook

Time:	9:00 a.m. on May 30, 2024 (Thursday)
Location:	No. 17, Daluge Rd., Xinpu Township, Hsinchu County
	30544, Taiwan (R.O.C.)

Notice to Readers:

For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.

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ITEQ Corporation

Agenda Handbook for the 2024 Annual Meeting of Shareholders

		Table of Contents
Meeting Agenda
I.	Reported Matters	3
II.	Approval Matters	5
III.	Elections Matters	6
IV.	Other Agenda	10
V.	Motions	11
VI. Adjournment	11
Annexes
I.	2023 Business Report	12

1. Audit Committee Report on the Amended 2022 Earnings Distribution Statement .16

III.	Audit Committee's Review Report on the 2023 Financial Statements	17
IV.	2023 Remuneration for Ordinary Directors	18
V.	2022 Earnings Distribution Statement (Before/After Amendment)	19
VI.	2023 Independent Auditors' Report, Financial Statements, and Profit Distribution
	Proposal	20
Appendices
I.	Rules and Procedures of the Shareholders' Meeting	35
II.	Articles of Incorporation	42
III.	Procedures for the Election of Directors	50
IV.	Shareholdings of all Directors	52

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ITEQ Corporation

2024 General Shareholders' Meeting Agenda

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

Chairperson: Chin-Tsai Chen Call the Meeting to Order Chairperson's Speech

1. Reported Matters

(I) 2023 Business Report.

1. Audit Committee Report on the Amended 2022 Earnings Distribution Statement.

1. Audit Committee's Review Report on the 2023 Financial Statements.
   (IV) Report on the Distribution of Remuneration for Employees and Directors of 2023.

1. Report on the Earnings Distribution and Cash Dividends of 2023. (VI) Report on the Collection Status of 2023 Director Remuneration.

II. Approval Matters

1. Amended 2022 Earnings Distribution Statement.

1. 1. 2023 Business Report, Financial Statements, and Profit Distribution Proposal.
2. Elections
   Proposal for Electing Members of the Tenth Board of Directors.

IV. Other Agenda

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

1. Motions

VI. Adjournment

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I. Reported Matters

Agenda 1

Subject: 2023 Business Report.

Illustration: Refer to Annex I. (P. 12-15) for the 2023 Business Report.

Agenda 2

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

1. Refer to Annex II (P. 16) for the Audit Committee Report on the Amended 2022 Earnings Distribution Statement.

(II) The Audit Committee convener shall recite the review report.

Agenda 3

Subject: Audit Committee's Review Report on the 2023 Financial Statements.

Illustration:

1. Refer to Annex III (P. 17) for the Audit Committee's Review Report.

(II) The Audit Committee convener shall recite the review report.

Agenda 4

Subject: Report on the Distribution of Remuneration for Employees and Directors of 2023.

Illustration:

1. Handled in accordance with Article 27 of the Articles of Incorporation.

1. The Company's 2023 profit before tax is NT$1,182,706,779 (profit before tax excluding director remuneration and employee remuneration). The total amount provisioned for director remuneration is NT$11,827,068 (1.0% of the profit before tax) and total amount provisioned for employee remuneration is NT$ 47,308,271 (4.0% of the profit before tax). All of the above amounts will

be issued in cash and are consistent with the recognized expense.

(III) The above amounts provisioned for remuneration were approved by the

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remuneration committee on February 27, 2024 and by resolution of the board of directors on the same day.

Agenda 5

Subject: Report on the Earnings Distribution and Cash Dividends of 2023. Illustration:

1. According to Article 27-1 of the Articles of Incorporation, if all or part of the dividend or bonus is issued in cash, the board of directors is authorized to process such issuance following the approval of the majority of directors

present in a meeting that is attended by 2/3 or more directors, with a report to be filed to the shareholders' meeting.

1. The total amount of cash dividend to be distributed is NT$544,435,827, at NT$1.5 per share, rounded down to a minimum of NT$1. The sum of

fractional amounts ignored shall be included as other income of the Company.

1. This proposal has been approved by board resolution, with authorization granted to the chairperson to further determine the record date, issue date, and other relevant matters. If the ratio of issuance changes due to a change in the number of outstanding shares following repurchase of shares by the Company, transfer or cancellation of treasury shares, conversion of convertible bonds, exercise of employee stock options, or other event that increases or decreases the number of shares, the chairperson is also authorized to handle such event.

Agenda 6

Subject: Report on the Collection Status of 2023 Director Remuneration. Illustration:

1. The policy, standard, and combination of remuneration paid by the Company to directors and independent directors, and procedure to determine the remuneration and connection to operating performance and future risk:
2. 1. According to Article 24 of the Articles of Incorporation, the board of directors is authorized to determine director remuneration based on common standard in the same industry, and in accordance with the level of participation in the Company's operations and the value of contribution.
   2. In addition to a travel allowance for directors of the Company, up to 2% of

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the annual profit is also provisioned as director remuneration in accordance with the Articles of Incorporation. At the end of each year, an internal evaluation will be conducted through questionnaires in accordance with the Rules for the Board of Directors' Performance Evaluation. Review benchmarks include control over company targets and missions, awareness of directors' duties, level of participation in the Company's operations, nurturing of internal relationships and communication, directors' expertise and continued learning, and internal control, etc., which shall serve as reference to determine the individual director's performance. Also, in accordance with the Rules for Director Remuneration, reasonable remuneration shall be determined in accordance with the position served, directorship served in subsidiaries, level of participation in the Company's operations, and service as bank guarantor, etc. under general consideration and based on the accrual of different basis points. Remuneration shall be submitted to the remuneration committee for review, followed by submission to the board of directors for approval.

1. 1. For the status of the 2023 director remuneration collection, please refer to Annex IV of this Handbook (P. 18).
2. Approval Matters

Agenda 1

(Proposed by the Board of Directors)

Subject: Amended 2022 Earnings Distribution Statement.

Illustration:

1. 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 of this Handbook (page 19).
2. The above-mentioned are hereby submitted for adoption at this shareholders'

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meeting.

Resolution:
Agenda 2	(Proposed by the Board of Directors)

Subject: 2023 Business Report, Financial Statements, and Profit Distribution Proposal. Illustration:

1. 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 a clean audit report 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.
2. Please refer to Annex I (P. 12-15) & Annex VI (P. 20-34) for the 2023 Business Report, Independent Auditors' Report, Financial Statements, and Profit Distribution Proposal.
3. The above-mentioned are hereby submitted for adoption at this shareholders' meeting.

Resolution:

III. Elections Matters

(Proposed by the Board of Directors)

Subject: Proposal for Electing Members of the Tenth Board of Directors. Illustration:

1. 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.

1. 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.

1. 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

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Company on 19 April 2024:

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

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					Number of
Director		Education and work experience	shares held
candidates		as of April 1,
					2024
Corp.	Supervisor, WIN Semiconductors Corp.
Experience：
representative:
Yun-An Yu	Supervisor, Huga Optotech Inc
Director, Youth Hope Foundation
	LLM, Boston University, USA
	Bachelor in Law, NTU
	Current position：
	Independent Director, ITEQ Corporation
	Independent Director, Member of the Audit Committee and
	Member of the Nominating Committee, ChipMOS Technology
	Inc.
Hui-Fen Chan	Independent Director, Formosa I Wind Power Co., Ltd.	0
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
Director		Education and work experience
	as 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	Director, TSAA			0
Experience：
Yang
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	2,417
Po-Chiao Chou	Independent Director, Clevo Co.
	Experience：
	Managing Director and General Manager, First Bank; Director
	and Deputy General Manager, First Financial Holding
	Passed the	Civil Service	Senior	Examination of Auditing

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Independent		Number of
	shares held
Director	Education and work experience
as of April 1,
candidates
	2024
	Officers
	DBA (Accounting), University of Minnesota
	MBA, USC
	BBA, NTU
	Current position：
	Honorary Professor, Department of Management, NTU
	Visiting Professor at Keio University Institute of Technology,
	Japan
	Visiting Professor at Biomedical Translation Research Center
	of Academia Sinica, Taiwan
	Chairman, APAAIC
	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.
Cheng-En Ko	Independent Director, Everlight Electronics., Ltd.	0
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
Wei-Lung Chen	Current position：	0
Independent Director, IBF Financial Holdings Co., Ltd.
	Independent Director, A.G.V. Products Corp.
	Independent Director, Janfusun Fancyworld Corp.

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