I. Announcement No.: 1
II. Shareholders’ Meeting Type: General shareholders’ meeting
III. Subject: LEATEC Fine Ceramics Announcement of Board Resolution on Convention of 2019 General Shareholders’ Meeting
In accordance with relevant regulations of the Company Act and Securities and Exchange Act and the resolution of the Board of Directors’ meeting dated March 26, 2019.
(I) Date of Meeting: June 20, 2019
(II) Start and End Dates for Suspension of Share Transfer Registration: April 22, 2019 to June 20, 2019. 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) 2018 Business Report of the Company
(2) Supervisor’s Review Report on the 2018 Financial Statements.
(3) Report on 2018 Endorsements and Guarantees Status of the Company
(4) Report on 2018 Loaning Funds to Others Status of the Company
(5) Report on investment status in China
2. Ratification Items:
(1) Adoption of 2018 business report and financial statements of the Company.
(2) Adoption of 2018 deficit compensation 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) distribution: NT$0.0000/share (i.e., NT$0.0000 of earnings is distributed per share, NT$0.0000 per share is issued for legal reserve, capital reserve)
＊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$0 and 0 shares, subscription rate of 0.00%
3. Discussion Items:
(1) Proposal on amendments to the “Procedures for Acquisition or Disposal of Assets” of the Company.
(2) Proposal on amendments to the “Operational Procedures for Making of Endorsements and Guarantees” of the Company.
(3) Proposal for amendments to the “Operational Procedures for Loaning Funds to Others” of the Company.
4. Elections: ●None ○Yes
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:
VI. Account Transfer Registration Procedure:
(I) Date and time for account transfer registration: Before April 21, 2019 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 19, 2019 (Friday) 4:30PM for the account transfer registration procedure in person since the last transfer date of April 21, 2019 is a weekend holiday,. For shareholders adopt the mailing method for the procedure, the postmark date of the registered mails of April 21, 2019 (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
VII. Announcement and Operation Procedure for Accepting Shareholders’ Proposals: 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 regular 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 12, 2019 to April 22, 2019. For shareholders intending to submit proposals, please mail (deliver) proposals before April 22, 2019 17:00, and the proposals shall be indicated with the contact person and contact method, in order to facilitate the Board of Directors to reply the result on whether it is listed in the agenda.
Acceptance method: For shareholders holding more than 1% of the total number of issued shares and intending to submit proposal or nomination, please submit proposal and nomination before April 22, 2019 5:00PM, and shall also indicate the contact person and contact method, in order to facilitate the review of the Board of Directors. (For submission via mails, the receipt date shall be used for the determination, and please indicate “2019 Shareholders’ Meeting Proposal, Nomination 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)
Standards for determining whether a proposal is listed in the agenda:
Except for any one of the following circumstances, the Board of Directors of the Company shall include 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.
IV. Where the proposal exceeds three hundred words or more than one proposal is included. However, where a proposal of a shareholder is to promote the improvement of public welfare or fulfillment of social responsibility of the Company, the board of directors may still list such proposal in the meeting agenda.
VIII. 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.
＊No souvenir is issued for the present general shareholders’ meeting.
＊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 20, 2019 to June 17, 2019
2. Electronic Voting Platform:
Taiwan Depository & Clearing Corporation, website: https://www.stockvote.com.tw
3. Other explanation: None
IX. Announcement is hereby made for consideration