Letter To Shareholders - Mitac

More documents

Recommendations

Info

4.1.6 Dividend policy and its implementation 1. Company dividend policy: The company is in a growing industry; hence the life cycle of the company grows with the industry. In order to take our industry’s conditions, long-term financial planning, and future cash flow into consideration, and also to satisfy shareholders’ demand for cash inflow, the company has withdrawn 10% of its earnings as a legal reserve. This 10 %, after making up for deficits of previous years and tax deductibles, will have 5% leftover for employees’ bonus. The other, with remaining amounts from previous years, will be distributed after approval during the Board of Directors’ and the shareholders’ meeting. If the bonus is decided to be distributed in stocks, any employee who fits the profiles, which are set by the CEO, will be entitled to receive the bonus. The ratio of cash and stocks allocation will be decided by the Board of Directors from different aspects: financial structure, future cash flow, and profitability. The cash bonus will not exceed 10% of the stocks bonus. But the number needs to be approved by the shareholders. 2. The resolution for dividend distribution at the shareholders’ meeting: Based on the principles above, the Board of Directors drafted a proposal for dividend distribution at its meeting on Apr 22, 2010. This proposal covers dividends for the fiscal year of 2009 and the dividend per share is NT$0.15. The proposal will be presented for approval at the shareholder’s meeting on June 18, 2010. 3. Expected change of dividend policy: None. 4.1.7 Impact on the company’s performance and earnings per share at stock grants set for the consideration of this year’s shareholders’ meeting: N/A. 4.1.8 Employee bonuses and Remuneration for Directors and Supervisors: 1. Percentage of employees’ bonuses and remuneration for directors and supervisors as set forth in the company charter: (1) Employee bonus: Where the company has earnings at the end of a business year, after all tax deductibles and cumulative deficits from past year, a ten percent of legal reserve, plus special earnings surplus and payment of interest on stocks, a minimum of 5% of the remainder will be the employees’ bonus. (2) Percentage of remuneration for directors and supervisors: not specified in the company charter. 2. After accounting for changes to the basis of estimation for employees’ bonus, directors’ and supervisors’ remuneration, changes to the calculation basis for stock dividends, and discrepancies between the amounts actually paid and the amounts it is estimated: (1) The estimation basis for employees' bonus, directors' and supervisors' remuneration: the company's 2009 employees' bonus, directors' and supervisors' remuneration were determined by applying the appropriate percentage prescribed in the Memorandum of Association (5% for employees' bonus) to the year to date net profit after tax, after taking into account legal earnings reserves and other factors. These sums are recognized as operating expenses. (2) That calculation basis for stock dividends: the number of ordinary shares to be distributed as stock dividends is calculated based on the fair value per share (closing price) one trading day before the general shareholders' meeting of the 36
latest financial year after taking into account all cash and stock dividend effects. (3) Accounting treatments for discrepancies between the amounts estimated and the amounts actually paid: any differences between the amounts estimated and the amounts resolved during the general shareholders' meeting are treated as gains or losses for the next year. 3. Disclosure relating to employees' bonus approved by the board of directors The company's 2009 earnings appropriation proposal was passed during the board of directors meeting held on 22 April 2010. The details of earnings appropriation are disclosed below: (1) Distribute employees' cash bonus totaling NTD13,012,289, and remuneration to directors and supervisors totaling NTD2,000,000. These sums were consistent with the amounts estimated and recognized as annual expenses. (2) Proposed employees' stock dividends as a percentage of net profit after tax and total employees' bonus for the current period: the company did not propose to pay any employees' bonus in shares, hence it is not applicable. (3) Basic earnings per share is calculated at $0.19 after taking into account employees' bonus, and remuneration to directors and supervisors. 4. The 2008 employees' bonus and remuneration to directors and supervisors are as follows: Actually approved distribution by the <strong>Shareholders</strong>’ meeting Employees’ cash bonuses NT$20,773 thousand Directors and supervisors’ compensation NT$2,000 thousand Note: the amounts of employees' bonus, remuneration to directors and supervisors actually paid were consistent with the amounts previously recognized as expenses. 4.1.9 Buybacks of the company's shares April 30, 2010 Units: NT$ Thousand / thousand shares Retrieval Times 11 th 12 th Dates of the Directors’ resolution Dec.19, 2007 Jan.29, 2008 Purpose of Retrieval Transfer to employees Transfer to employees Duration of Retrieval Dec. 20, 2007 to Jan 29, 2008 Jan. 30, 2008 to Feb. 19, 2008 Price range NT$28 ~32 NT$22~28 Estimated retrieval types and quantity 5,000 common stocks 5,000 common stocks Retrieved types and quantity 5,000 common stocks 5,000 common stocks Worth of retrieved amount 131,837 124,579 Average cost of retrieval NT$26.4 NT$24.9 Reason for incompletion of buying treasure stocks per the Board’s resolution - - Cancelled and transferred stocks 0 0 Accumulation for stocks held 5,000 10,000 Percentage of accumulation of stock held to public stocks 0.33% 0.65% 37
Page 1 and 2: 009 ANNUAL REPORT StockNo:2315 2009
Page 3 and 4: Contents 1. 7. Assessment Letter To
Page 5 and 6: competitiveness Letter in the marke
Page 7 and 8: 2007 2009 2008 2005 2006 2007 Compa
Page 9 and 10: 2007 2009 2008 2005 2006 2007 Compa
Page 11 and 12: 3.1.2 Responsibilities of major dep
Page 13 and 14: Names Chairman Mathew Miau Director
Page 15 and 16: Titles Names Dates took position Sh
Page 17 and 18: Titles Vice president Vice presiden
Page 19 and 20: Below 2,000,000 Remuneration Rankin
Page 21 and 22: Titles Names MiTAC Salaries (A) In
Page 23 and 24: Managers Receiving Employee Bonuses
Page 25 and 26: 3.3.2 Supervisors’ participation
Page 27 and 28: Items Status Differentiation with o
Page 29 and 30: 3.3.4 Social contribution to enviro
Page 31 and 32: 3.3.6 Important resolutions reached
Page 33 and 34: 3.4. CPA’s dues Range of Audit Re
Page 35 and 36: 3.7 Relationships between the top t
Page 37 and 38: 3.8 Aggregate shareholding percenta
Page 39: 2. Preferred stock: None 4.1.4 Majo
Page 43 and 44: MiTAC International Corp. Regulatio
Page 45 and 46: converting price is to be adjusted
Page 47 and 48: total issuance value, the Company m
Page 49 and 50: 4.3 Employees’ stock options 4.3.
Page 51 and 52: April 30, 2010 Type of employees’
Page 53 and 54: April 30, 2010 Units:NT$ Thousand/
Page 55 and 56: April 30, 2010 Units:NT$ Thousand/S
Page 63 and 64: ‧Personal computers with wire or
Page 65 and 66: (6) Since many worldly famous compa
Page 67 and 68: communication technologies mature i
Page 69 and 70: manufactured for the mainstream mar
Page 71 and 72: state-of-the-art hardware with navi
Page 73 and 74: devices, establishes connection wit
Page 75 and 76: downstream technologies to develop
Page 77 and 78: 2009, and 1.3 million units sold in
Page 79 and 80: customer satisfaction for a greater
Page 81 and 82: 5.2.2 Important applications and pr
Page 83 and 84: Volume/value Year 2008 2009 Major p
Page 85 and 86: 5.4.2 MiTAC’s environmental healt
Page 87 and 88: consumption. To comply with the REA
Page 89 and 90: and the integration of all our comp
Page 91 and 92:
6. Financial Statement 6.1. Most re
Page 93 and 94:
6.2. Financial analysis in most rec
Page 95 and 96:
6.3. Supervisors’ Report of the m
Page 97 and 98:
MITAC INTERNATIONAL CORP. AND SUBSI
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
2.Research, development, manufactur
Page 105 and 106:
4) Classification of current and no
Page 107 and 108:
11) Allowance for doubtful accounts
Page 109 and 110:
18) Convertible bonds For convertib
Page 111 and 112:
C. When a company’s treasury stoc
Page 113 and 114:
B. The Company's investee, G. Marso
Page 115 and 116:
D. Lian Jie Investment Co., Ltd. ma
Page 117 and 118:
than the sum of carrying value of i
Page 119 and 120:
14) Long-term loans December 31, Ba
Page 121 and 122:
17) Capital reserve The R.O.C. Secu
Page 123 and 124:
19) Share-based payment ─ employe
Page 125 and 126:
(b) As of December 31, 2009, the su
Page 127 and 128:
G. (a) A summary of the movements u
Page 129 and 130:
(c) The Company assumed the employe
Page 131 and 132:
exceed the sum of retained earnings
Page 133 and 134:
C. Components of deferred income ta
Page 135 and 136:
21) Earnings per share Income befor
Page 137 and 138:
treasury stock. 23) Personnel, depr
Page 139 and 140:
E. Accounts payable As of December
Page 141 and 142:
10. OTHER INFORMATION 1) The fair v
Page 143 and 144:
(c) Short-term financial instrument
Page 145 and 146:
11.SUPPLEMENTARY DISCLOSURES A. Inf
Page 147 and 148:
Note 2: 47,500,000 shares were pled
Page 149 and 150:
(8) Receivables from related partie
Page 151 and 152:
B. Information of Subsidiaries: (1)
Page 153 and 154:
Note 3: Equal to 50% of the net wor
Page 155 and 156:
(5) Marketable securities for which
Page 157 and 158:
(10) Information on derivative tran
Page 159 and 160:
) Major transactions with the subsi
Page 161 and 162:
D) The relation of business and imp
Page 163 and 164:
12. SEGMENT INFORMATION 1) Operatio
Page 165 and 166:
7 Assessment of financial condition
Page 167 and 168:
7.3 Cash flow analysis Unit: NT$ Th
Page 169 and 170:
7.5.2 Influences of the interest ra
Page 171 and 172:
(4) Enterprise and channel servers/
Page 173 and 174:
8.1. Information of affiliates 8.1.
Page 175 and 176:
2. Affiliated companies - basic dat
Page 177 and 178:
Company Name Date established Addre
Page 179 and 180:
MiTAC (U.K.) Ltd. Sales of MiTAC’
Page 181 and 182:
Company name Title Name or Rep. Sha
Page 183:
8.2. MiTAC’s stocks held or dispo
show all

Letter To Shareholders - Mitac

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?