WT Microelectronics (WTM; ticker 3036 TT) convened 2020 annual general meeting (AGM) on March 27, 2020. This year’s attendance rate was about 86%. After full communication between chairman and shareholders, 84%-94% of attended shareholders supported all motions. Over 90% of attended shareholders supported Ke-Hwa Din professor to be a new independent director. WTM successfully completed 2020 AGM under the guideline of the Financial Supervisory Commission’s epidemic (COVID-19) prevention operation.

WTM indicated that the motion of “Amendments to the Procedures for Acquisition or Disposal of Assets” was supported by more than 90% of attended shareholders. More than 86% of attended shareholders supported the motions of “Private Placement of Class B preferred shares and/or Class C preferred shares, Private Placement of common shares, and Issuance of common shares to raise capital via book building”. All these will authorize WTM’s Board of Directors (BoD) to implement more flexible strategies to reduce the debt ratio, improve the financial structure, and continuously improve the long-term competitiveness under the uncertain environment caused by COVID-19 and international competition situation.

WTM also indicated that in order to improve corporate governance, WTM’s BoD proposed an independent director candidate – Ke-Hwa Din professor who is a pioneer in implementing corporate governance practice for Taiwan listed companies. It was very pleased to receive the support and approval of more than 90% of attended shareholders, and WTM looks forward to the sustainable strengthening of WTM’s corporate governance performance after Ke-Hwa Din joins the board in the future.

The Financial Supervisory Commission has implemented the guidelines for the operation of the shareholders’ meeting in response to the epidemic (COVID-19) prevention. WTM coordinated the relevant details. The planning included site disinfection, admission temperature measurement, alcohol hand disinfection, epidemic prevention measures announcement, a fever quarantine area setting, a plum blossom seat with an interval of more than one meter, all participants with masks, and number of participants control. Under the guidelines of relevant epidemic prevention, WTM successfully completed 2020 AGM.

The AGM was successfully completed, and all motions were passed with high proportion support. WTM thanked all shareholders’ support and encouragement. In the future, the BoD will implement relevant strategic planning for sustainable growth based on the entrustment of shareholders, in order to deepen the capability of value added service in the semiconductor industry chain, and then build the corporate foundation of sustainable management.

WT Microelectronics (3036 TT) today announced its unaudited monthly sales for February 2020 totaled NT$17.4 billion, equaling to US$575 million approximately, a decrease of 30% from January 2020 and a decrease of 7% over February 2019 due to the extended Chinese New Year holidays and Covid-19 influence. Aggregated sales for January to February 2020 totaled NT$42.1 billion or US$1,340 million, a decrease of 6% compared with the same period in 2019.

WT Microelectronics (WTM; ticker 3036 TT) and ASMedia Technology (ASMedia; ticker 5269 TT) held board meetings respectively on February 21, 2020. Both Board of Directors approved matters of share exchange to collaborate according to Company Act 156-3. Both companies plan to issue new shares for exchange on basis per ASMedia common share to exchange 19 WTM common shares. After completion of the shares exchange, ASMedia will own 22.39% of WTM shareholdings and WTM will own 13.04% of ASMedia shareholdings.

ASMedia has extensive experience in high-speed interface IC design field and clients include major motherboard companies and brand OEMs. WTM is a professional semiconductor distributor and is highly experienced regarding semiconductor supply and demand, customers’ operations, and product trends. Through this share exchange cooperation, both companies can integrate resources to pursue new high-speed interface business opportunities relating to 5G technology, cloud computing, AIoT, and customized chip trends, and also expand demand of new applications from the China PC and server market.

This share exchange transaction is based on strategic collaboration and synergy to both parties. Additionally, it can combine the strength of both parties, leverage market information, integrate technologies, products, services and resources from upstream to downstream to improve value and strengthen competitiveness. Therefore, this share exchange can enhance business performance and profitability for both companies.

WT Microelectronics (WTM; ticker 3036 TT) convened a board meeting on February 15, 2020. 2020 annual general meeting (AGM) motions were approved by WTM’s Board of Directors (BoD). 2020 AGM will be held on March 27, 2020.
BoD approved 2019 earnings distribution motion. Cash dividend for shareholder is NT$1,645,110,999 or NT$2.78 per share based on current outstanding common shares. Cash dividend payout ratio is 65%. This will be reported in 2020 AGM.
In order to improve corporate governance, WTM’s BoD proposed an independent director candidate – Ke-Hwa Din professor who is an expert of corporate governance. Din professor teaches corporate governance in Taiwan NCCU EMBA course and was the former chairman in Taiwan Securities & Future Institute, Taiwan Depository & Cleaning Corporation, Taipei Exchange, and Taiwan Financial Supervisory Commission. Qualification and condition of this independent director candidate has reviewed by BoD. This independent director will be appointed in 2020 AGM.
In order to improve business performance and expend business scale, WTM’s BoD has the motion of special stock and common stock of private placement for long term strategic investors. These target investors have to be qualified by the conditions of strengthening customer structure, product portfolio, and marketing ability. Currently, WTM does not have any particular target of long term strategic investors. In order to increase operation capital and improve financial structure, WTM’s BoD also plans cash injection motion. Combined quota of private placement and cash injection will be within 170 million shares. These motions will be discussed in 2020 AGM.

WT Microelectronics (3036 TT) today announced its unaudited monthly sales for January 2020 totaled NT$24.7 billion, equaling to US$825 million approximately, a decrease of 8% from December 2019 and a decrease of 6% over January 2019.

WT Microelectronics (3036 TT) convened a board meeting on January 20, 2020. A motion was approved by WT Microelectronics’s Board of Directors – Contents of the official explanation to be publicly disclosed by the Company regarding the decision during the previous meeting of the Fair Trade Commission to exempt the public tender offer by WPG Holdings for up to 30% of the Company’s shares from merger filing:

On January 15, 2020, the 1,471st meeting of the Fair Trade Commission (“FTC”) made a decision regarding whether merger filing is necessary for the public tender offer by WPG Holdings for up to 30% of the Company’s shares (“the Public Tender Offer”). Based on the commitment by WPG Holdings that the Public Tender Offer only consists in “financial investment”, the FTC deemed it unnecessary at the moment to conduct merger filing. However, the FTC emphasized that review of business mergers adopts filing of objections beforehand according to the Fair Trade Act. Therefore, if any facts or actions by WPG Holdings express the intent to change the declaration, commitment, or assertion of “financial investment” at any given time in the future (not limited to the current term of the Company’s Board of Directors), an interpretation shall be requested from or merger shall be filed with the FTC beforehand.

The FTC pointed out that WPG Holdings has already declared on the prospectus of the Public Tender Offer that: (I) WPG Holdings shall attend and participate in elections according to the notifications of any shareholders’ meeting lawfully convened by the Company; (II) Once the Company’s shares have been acquired, WPG Holdings shall exercise its shareholder rights independently, and shall not agree with any third party to jointly exercise shareholder rights, or take the initiative to apply for convening a shareholders’ meeting with the competent authority or convene a shareholders’ meeting jointly with any third party; (III) Once the Company’s shares have been acquired, WPG Holdings shall not solicit proxies from others to obtain voting rights in excess of the shares actually held by WPG Holdings for any shareholders’ meeting lawfully convened by the Company; (IV) WPG Holdings shall not hold more than 30% of the Company’s shares, and may not further purchase the Company’s shares on capital markets; (V) WPG Holdings shall not nominate candidates or be nominated as a candidate when choosing the Company’s directors. Moreover, WPG Holdings made another two commitments when declaring to the FTC on December 19, 2019, i.e., that it shall not submit any proposals regarding the Company’s business management and appointment/removal of personnel, and not exercise any voting rights with regard to the aforementioned matters on the Company’s shareholders’ meetings. All commitments in the aforementioned declarations or assertions are the essential premise under which the FTC agrees to exempt WPG Holdings from merger filing at the moment. However, the FTC emphasized that if any facts or actions by WPG Holdings involve changes to the aforementioned commitments in the future (not limited to the current term of the Company’s Board of Directors), an interpretation shall be requested from or merger shall be filed with the FTC beforehand. In other words, the decision and requirements made by the FTC are equivalent to requesting WPG Holdings to strictly abide by its legal obligations of not violating the aforementioned commitments.

The Company has commissioned an attorney to inquire into all legal issues related to the decision and declarations made by the FTC on the Public Tender Offer, as to guarantee that independence of the Company’s management rights remains unaffected. In the future, the Company shall also fulfill its responsibilities to supervise stakeholders. If at any given time, WPG Holdings commits any actions that involve violation of commitments in the aforementioned declarations and assertions, including personation and directly or indirectly carrying out the aforementioned actions, the Company will immediately request the competent authority to take any necessary measures in order to maintain order in the market as well as industry rights and benefits.

WT Microelectronics (3036 TT) today announced its unaudited monthly sales for December 2019 totaled NT$27.0 billion, equaling to US$890 million approximately, a decrease of 19% from November 2019 and an increase of 19% over December 2018. Sales for fourth quarter 2019 reached record high of NT$96.8 billion, equaling to US$3,165 million approximately, an increase of 1% from third quarter 2019 and an increase of 13% over fourth quarter 2018. Aggregated sales for 2019 also reached record high of NT$335.2 billion, equaling to US$10.843 billion approximately, an increase of 23% compared with 2018 period.

WT Microelectronics (3036 TT) today announced its monthly sales for November 2019 totaled NT$33.4 billion, equaling to US$1,092 million approximately, a decrease of 8% from October 2019 and an increase of 6% over November 2018. Aggregated sales for January to November 2019 totaled NT$308.2 billion or US$9,953million, an increase of 23% compared with the same period in 2018.

WT Microelectronics (3036 TT) held the Investor Conference today to update the unaudited financial results of the third quarter of 2019 and business outlook. Consolidated revenue for the third quarter of 2019 was NT$96.2bn, above the high-end of guidance of NT$93bn. Operating profit was NT$1,549mn. Net profit was NT$817mn. Weighted average EPS was NT$1.38.

For the outlook of the fourth quarter of 2019, revenue is expected to be between NT$94bn to NT$100bn, down 2% to up 4% quarter on quarter and up 10% to 17% year on year, gross profit margin to be between 2.9% to 3.1%, and operating profit margin to be 1.4% to 1.6%. Communication sector is expected to grow sequentially, driven by continued order growth from smartphone customers, and Automotive segment is expected to grow modestly, to offset the seasonal decline from Computing, Consumer, and Industrial sectors.

WT Microelectronics, as a professional leading Asian semiconductor distributor with broad and deep sales marketing channel and experienced field application engineering support, serves couple thousands customers and dozens vendors. We continues to help supply chain improving efficiency by providing payment, logistics, and information flow to customers in order to satisfy time-to-market requirement for customers’ products. WT Microelectronics will continue to pursue market share increase, outperformed growth momentum, and stable earnings growth in the long term.

WT Microelectronics (3036 TT) today announced its monthly sales for October 2019 totaled NT$36.4 billion, equaling to US$1,183 million approximately, set new record for monthly revenue, an increase of 5% from September 2019 and an increase of 15% over October 2018. Aggregated sales for January to October 2019 totaled NT$274.9 billion or US$8,861 million, an increase of 25% compared with the same period in 2018.