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C SUN — AGM Information 2019
Jul 22, 2019
52105_rns_2019-07-22_7962daff-8191-4bf8-aa57-7394287bb403.pdf
AGM Information
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Notice of 2019 Annual General Shareholder’s Meeting
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The 2019 Annual General Meeting of C SUN MFG LTD. (the“meeting”) will be held on June 13, 2019 at 9:00 a.m. Taiwan time (The shareholders’ meeting admission time will be started at 08:30 a.m. at the meeting venue), at 2F., No.53, Wenhua 1st Rd., Guishan Dist., Taoyuan City, Taiwan (R.O.C.) ( Linkou Industrial Park Service Center). Agenda of the meeting:
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I. Report Items :
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(1) 2018 Business Report
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(2) Supervisor’s Review Report on the 2018 Financial Statements
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(3) Amendment to the” Rules of Procedure for Shareholder Meetings”
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(4) Amendment to the” Ethical Corporate Management Best Practice Principles”
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(5) The 2018 distribution of Employees’ and Directors’ Remuneration
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(6) Other reports (included proposal of shareholder and Implementation of Share Buyback Program)
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II. Ratification Items:
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(1) Adoption of the 2018 Business Report and Financial Statements
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(2) Adoption of the Proposal for 2018 Earnings Distribution
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III. Discussion Items :
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(1) Amendment to the “Articles of Incorporation”
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(2) Amendment to the “Operational procedures for Acquisition and Disposal of Assets”
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(3) Amendment to the “Operating Procedures for Trading Derivatives”
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(4) Amendment to the “Operational Procedures for Loaning of Company Funds”
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(5) Amendment to the “Operational Procedures for Endorsements and Guarantees”
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(6) Amendment to the ” Procedures for Election of Directors and Supervisors”
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IV. The 17th Election of Company’s directors and independent directors
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V. Release the Prohibition on Directors from Participation in Competitive Business
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VI. Extemporary Motions
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The proposal for distribution of 2018 earnings adopted at the meeting of the Board of Directors is as follows:
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(1) Proposed cash dividend is NT$373,013,870, which is equivalent to NT$2.5 per share.
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(2) In the event that the total number of outstanding shares changes because of Company share buybacks, treasury share transfers, cancellation of shares, or conversion of convertible bonds into common shares, it is proposed that the Chairman of the Board of Directors be authorized to adjust the amount per share to be distributed to shareholders based on the number of actual shares outstanding on the record date for distribution.
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At the 2019 Annual Shareholders Meeting, seven directors (four directors and three independent directors) will need to be elected. Candidates are listed below: Director Candidates:
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Mr. Liang, Mao-Sheng ; Mr. Liang, Mao-Zhong ; Mr. Shen, Xian-He ; Mr. Chen, Zheng-Xing Independent director Candidates:
Mr. Lin, Ming-Jie ; Mr. Zhu, Zhi-Yuan ; Mr. Lin, Shu-Xian
For more information about individual candidate experience, please refer to the
MOPS(Market Observation Post System, http://mops.twse.com.tw/mops/web/t146sb10) (Securities Code:2467).
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Deletion of the non-competition promise ban imposed upon the Company’s directors according to Article 209 of Company Act.
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Pursuant to Article 165 of the Company Act, the Company hereby closes the share transfer registration from April 15, 2019 to June 13, 2019.
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In addition to making an announcement on Market Observation Post System, we hereby issue this letter to invite you to the Shareholders’ Meeting with Notice of Shareholders’ Meeting and a form of Proxy each attached. To attend the Shareholders’ Meeting, please send the first copy of the letter back for registration, or register personally at Shareholders’ Meeting on the scheduled meeting date. To attend by proxy, please refer to the guidance for using proxy, and fill out first and second form and return this letter. For your representative to attend the Meeting, please deliver the proxy from to Registrar and Transfer Agency Department of President securities Corporation five days prior to Shareholders’ Meeting.
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In case of public solicitation of proxies, a summary will be uploaded to Securities and Future Institute (website : http://free.sfi.org.tw) no later than May 13, 2019. For inquiries about the information, please visit the website (Securities Code:2467).
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The shareholder voting right could be exercised through the Internet during the period from May 14, 2019 to June 10, 2019. Please login to the TDCC (Taiwan Depository & Clearing Corporation) (website: http://www.stockvote.com.tw) to exercise voting rights in accordance with the online instruction.
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The proxies results for the Shareholders’ Meeting will be verified by Registrar and Transfer Agency Department of President securities Corporation.
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According to Article 172 of Company Act, the matters that should be listed and explained in the convening of the main content were announced at MOPS. (website: http://mops.twse.com.tw) (Securities Code:2467)
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Please refer to the letter and perform accordingly.
To Shareholder
Board of Directors
C SUN MFG. LTD.