LEATEC Fine Ceramics Announcement of Board Resolution on Convention of 2018 General Shareholders’ Meeting (Supplementary Earnings Distribution)
In accordance with relevant regulations of the Company Act and Securities and Exchange Act and the resolutions of the Board of Directors’ meeting dated March 26, 2018 and May 10, 2018.
(I) Date of Meeting: June 28, 2018
(II) Start and End Dates for Suspension of Share Transfer Registration: April 30, 2018 to June 28, 2018
Start and End Dates for Suspension of Conversion (Transfer) of Certificate of Entitlement to New Shares form Convertible Bond and Conversion of Corporate Bonds:
(III) Time of Meeting: 09:30 (24-hour system)
Starting time for shareholders’ sign-in: 09:00 (24-hour system)
Venue: No. 160, Sec. 1, Pingdong Rd., Pingzhen Dist., Taoyuan City (B1 Conference Room)
(IV) Reasons of Meeting Convention:
1. Report Items:
(1) 2017 Business Report of the Company.
(2) Supervisor’s Review Report on the 2017 Financial Statements.
(3) Report on 2017 Endorsements and Guarantees Status of the Company.
(4) Report on 2017 Loaning Funds to Others Status of the Company.
(5) Report on 2017 remuneration of employees and remuneration of directors and supervisors of the Company.
(6) Report on investment status in China.
2. Ratification Items:
(1) Adoption of 2017 business report and financial statements of the Company.
(2) Adoption of earnings distribution proposal of the Company.
● Announcement on deficit compensation with retained earnings has been made
○ Announcement on deficit compensation with retained earnings has not yet been made (supplemental announcement will be made at least 40 days before meeting conversion)
＊Expected cash (dividends): NT$0.2500/share (i.e., NT$0.2500 of earnings is distributed per share,
legal reserve per share, capital reserve of issuance of NT$0.0000)
＊Expected dividend distribution (total amount):
Earnings - 0 shares, Issuance of dividends of NT$0.0 per share.
Legal reserve, capital reserve - 0 share, and issuance of NT$0.0 per share
＊Special share dividends: NT$0.0000/share, common shares of 0.00 for distribution
＊Proposed cash capital increase of NT$ and shares, subscription rate of %
3. Discussion Items:
(1) Cancellation of non-compete restriction for new directors.
4. Elections: ○None ●Yes Election of directors and supervisors of the Company due to maturity of term of office
Presently, the election method for directors and supervisors specified in the articles of incorporation adopts ● Cumulative voting method ○ Straight voting method ○ Others
5. Other proposals: ●None ○Yes
6. Extraordinary Motions:
IV. Account Transfer Registration Procedure:
(I) Date and time for account transfer registration: Before April 29, 2018 16:30 (24-hour system)
(II) Name of institution for account transfer procedure: Stock Affairs Agency Department of Grand Fortune Securities Co., Ltd.
Address: 6F, No. 6, Sec. 1, Zhongxiao W. Rd., Zhongzheng Dist., Taipei City
(III) Account transfer method:
Shareholders holding shares of the Company but without account transfer registration are requested to proceed to the stock affair agency institution of the Company: Stock Affairs Agency Department of Grand Fortune Securities Co., Ltd. (address: 6F, No. 6, Sec. 1, Zhongxiao W. Rd., Zhongzheng Dist., Taipei City) before April 27, 2018 (Friday) 4:30PM for the account transfer registration procedure in person since the last transfer date of April 29, 2018 is a weekend holiday,. For shareholders adopt the mailing method for the procedure, the postmark date of the registered mails of April 29, 2017 (last day for account transfer registration) is the final acceptance date. For those participating in the centralized stock transfer registration handled by Taiwan Depository & Clearing Corporation, stock transfer agent of the Company will submit their documents to proceed with the stock transfer registration procedure.
(IV) Others: None
V. Announcement on Accepting Shareholders’ Proposals, Review Standard and Operation Procedure:
According to Article 172-1 of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a general shareholders’ meeting; provided that the number of words of a proposal shall be limited to not more than three hundred (300) words. The Company plans to accept shareholders’ proposals for the present general shareholders’ meeting during the period from April 20, 2018 to April 30, 2018. For shareholders intending to submit proposals, please mail (deliver) proposals before April 30, 2018 17:00, and the proposals shall be indicated with the contact person and contact method, in order to facilitate the review and reply of review result of the Board of Directors. Please indicate “Shareholders’ Meeting Proposal Letter” on the cover page of the letter, and mail the letter via registered mail.
Mail Receipt Address: Spokesman, LEATEC Fine Ceramics Co., Ltd. (No. 160, Sec. 1, Pingdong Rd., Pingzhen Dist., Taoyuan City)
When any one of the following circumstances is satisfied, the Board of Directors of the Company may exclude the proposal submitted by a shareholder in the list of proposals to be discussed at the shareholders’ meeting:
I. Where the subject (the issue) of the said proposal cannot be settled or resolved by a resolution to be adopted at a meeting of shareholders.
II. Where the number of shares of the company in the possession of the shareholder making the said proposal is less than one percent (1%) of the total number of outstanding shares at the time when the share transfer registration is suspended by the Company.
III. Where the said proposal is submitted on a day beyond the deadline fixed and announced by the company for accepting shareholders’ proposals.
VI. Other matters for announcement:
＊The meeting notices and proxies will be sent to all shareholders 30 days before the convention of general shareholders’ meeting. In case where any shareholder fails to receive such letters, please indicate the shareholder account number, account name and National ID No. or Tax ID No. in writing, in order to request for such documents with the stock affair agency of the Company: Stock Affairs Agency Department of Grand Fortune Securities Co., Ltd. (telephone: (02)-2371-1658).
＊Pursuant to Article 26-2 of the Securities and Exchange Act, the notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement 30 days before the meeting convention. Accordingly, no further meeting notice will be mailed, and shareholders are requested to present National ID and original seal preserved to the stock affairs agency of the Company: Stock Affairs Agency Department of Grand Fortune Securities Co., Ltd. for further information on the meeting convention and to attend the general shareholders’ meeting on the meeting convention date. (Telephone: 02-2371-1658). For shareholders owning more than 1,000 shares, the meeting notice will be sent to 30 days before the convention of general shareholders’ meeting. In case where any shareholder fails to receive such letters, please indicate the shareholder account number, account name and National ID No. or Tax ID No. in writing, in order to request for such documents with the stock affair agency of the Company: Stock Affairs Agency Department of Grand Fortune Securities Co., Ltd.
＊When the present shareholders’ meeting involves solicitation of proxies, the solicitor shall submit relevant documents to the Company 38 days before the general shareholders’ meeting (address: No. 160, Sec. 1, Pingdong Rd., Pingzhen Dist., Taoyuan City / please indicate “Proxy Solicitation Letter” on the envelope, telephone: (03)450-7531), and the Securities and Futures Institute shall also be informed.
* The Stock Affairs Agency Department of Grand Fortune Securities Co., Ltd. is the proxy tallying and verification institution for the present general shareholders’ meeting.
＊Announcement of independent director nomination: The number of independent directors to be elected in the present election is 2 independent directors. The Company proposes to accept the nomination for the independent director candidate roster from April 20, 2018 to April 30, 2018. For detail information, please refer to relevant announcement for the candidate nomination system for election of directors and supervisors.
＊The souvenir for the present general shareholders’ meeting is: Convenient store NT$100 gift card.
(I) Souvenir issuance principle for the present shareholders’ meeting of the Company:
For shareholders holding less than 1000 shares may collect the souvenir by attending the shareholders meeting in person or exercise the voting rights via electronic method, and the Company will not issue the souvenir for other methods adopted by the shareholders.
(II) The Company does not collect souvenir deposit, and relevant matters for providing the souvenir to solicitors are as follows:
1. Solicitors shall submit written application before the last day of the time-limit indicated in the requirements for submission of proxy solicitation written document to the Company in order to collect the souvenir. The Company will deliver the souvenir to the location designated by each solicitor or solicitors may proceed to the location designated by the Company to collect the souvenir within 3 days after the last day of the time-limit indicated in the requirements for submission of proxy solicitation written document to the Company and no later than 2 days before the mailing of the shareholders’ meeting convention notice.
2. If a solicitor fails to apply for collection of souvenir by filling out written documents and submit to the Company before the time-limit specified, the Company will deliver the souvenir to the solicitor within 3 days after the receipt of the souvenir collection application written document from the souvenir.
(III) For the shareholders’ meeting souvenir issuance date, time and location, please refer to the meeting notice for details.
＊For shareholders exercising voting rights via the electronic method in the present shareholders’ meeting, relevant matters are as follows:
1. Period of exercise: From May 29, 2018 to June 25, 2018
2. Electronic Voting Platform:
Taiwan Depository & Clearing Corporation, website: https://www.stockvote.com.tw
3. Other explanation:
VII. Announcement is hereby made for consideration