I. Announcement No.: 1
II. Shareholders’ Meeting Type: General shareholders’ meeting
III. Subject:
LEATEC Announcement of Board Resolution on Convention of 2023 General Shareholders’ Meeting
IV. Basis:
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 24, 2023.
V. Announcements:
(I) Date of Meeting: June 20, 2023
(II) Start and End Dates for Suspension of Share Transfer Registration: April 22, 2023 to June 20, 2023
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)
● Physical method of meeting convention ○ Video conference method of meeting convention ○ Physical method in conjunction with video conference supporting method
Venue: No. 160, Sec. 1, Pingdong Rd., Pingzhen Dist., Taoyuan City (B1 Conference Room)
Video conference use platform ○Taiwan Depository & Clearing Corporation: HTTPS://WWW.STOCKVOTE.COM.TW/EVOTE/INDEX.HTML
○ Others:
(IV) Reasons of Meeting Convention:
1. Report Items:
(1) 2022 Business Report of the Company
(2) Audit Committee’s Review Report on the 2022 Financial Statements
(3) Report on 2022 Endorsements and Guarantees Status of the Company
(4) Report on 2022 Loaning Funds to Others Status of the Company
(5) Report on investment status in China
2. Ratification Items:
(1) Adoption of 2022 business report and financial statements of the Company
(2) Adoption of 2022 deficit compensation proposal of the Company
* 2022 Deficit Compensation Statement.
(For the deficit compensation status, please refer to the material information and dividend distribution status of the Company. Please visit website
HTTPS://MOPS.TWSE.COM.TW/MOPS/WEB/T05ST09_2). For the deficit compensation proposal not yet announced, supplemental announcement shall be made at least 40 days before convention of the general shareholders’ meeting.
＊Proposed cash capital increase of NT$ and shares, subscription rate of %
＊Others:
3. Discussion Items:
(1) Proposal on amendments to the “Procedures for Acquisition or Disposal of Assets” of the Company.
*Whether the proposal discussion involves the Company Act, Business Mergers And Acquisitions Act or relevant laws and regulations, dissenting shareholders of may exercise the share appraisal right: ○Yes ●No
4. Elections: ○None ●Yes Proposal of supplementary election of independent directors of the Company
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 Cancellation of non-compete restriction for directors
6. Extraordinary Motions:
VI. Account Transfer Registration Procedure:
(I) Date and time for account transfer registration: Before April 21, 2023 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
Telephone: (02)2371-1658
(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. (6F, No. 6, Sec. 1, Zhongxiao W. Rd., Zhongzheng Dist., Taipei City) before April 21, 2023 for the account transfer registration procedure in person (since it is a weekend holiday, onsite account transfer applicants are requested to complete the procedure early before April 21, 2023, 4:30PM). For shareholders adopt the mailing method for the procedure, the postmark date of the registered mails of April 21, 2023 (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 14, 2023 to April 24, 2023. For shareholders intending to submit proposals, please mail (deliver) proposals before April 24, 2023 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, please submit proposal before April 24, 2023 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 “2023 Shareholders’ Meeting Proposal Letter” on the cover page of the letter, and mail the letter via registered mail)
Mail Receipt Address: Yung-Tsang Chen, 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.
＊The souvenir for the present general shareholders’ meeting is: none.
＊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, 2023 to June 17, 2023
2. Electronic Voting Platform:
Taiwan Depository & Clearing Corporation, website: HTTPS://WWW.STOCKVOTE.COM.TW
3. Other explanation:
IX. Announcement is hereby made for consideration