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Cayman Engley AGM Information 2020

Jul 24, 2020

51989_rns_2020-07-24_bce90737-3a5a-4b8b-a152-1bcfa180058c.pdf

AGM Information

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CAYMAN ENGLEY INDUSTRIAL CO., LTD.

References for The Annual Shareholders’ Meeting in 2020

Report Items

Report No. 1: 2019 Business Report Explanatory Notes:

The Company’s 2019 Business Report (Please refer Procedures Handbook).

Report No. 2:

Audit Committee’s Review Report on the 2019 Financial Statements

Explanatory Notes:

The Company’s Audit Committee’s Review Report on the 2019 Financial Statements (Please refer Procedures Handbook).

Report No. 3:

Status of the 2019 Employees’ and Directors’ Compensations

Explanatory Notes:

The Company’s 2019 net profit before tax and before the deduction of Employees’ and Directors’ Compensations was NT$655,469,686. In accordance with the Articles of Association and after taking into account the amount distributed by the peers, the Company proposes to allocate

NT$3,277,348 in cash as Employees’ Compensation (allocation rate is approximately 0.50%) and NT$8,000,000 in cash as Directors’ Compensation (allocation rate is approximately 1.22%).

Report No. 4:

Amendment to the “PROCEDURAL RULES OF BOARD MEETINGS”.

Explanatory Notes:

  1. In order to conform to amendments to related commercial laws, the Company hereby proposes to amend the “PROCEDURAL RULES OF BOARD MEETINGS”.

  2. The Company’s Comparison Table for the “PROCEDURAL RULES OF BOARD MEETINGS” Before and After Amendment is attached hereto (Please refer Procedures Handbook).

  3. Resolution:

Report No. 5:

Amendment to the “Ethical Corporate Management Best Practice Principles” . Explanatory Notes:

  1. In order to conform to amendments to related commercial laws, the Company hereby proposes to amend the “Ethical Corporate Management Best Practice Principles”.

  2. The Company’s Comparison Table for the “Articles of Association” Before and After Amendment is attached hereto (Please refer Procedures Handbook).

Report No. 6:

Amendment to the “Ethical Management Procedure and Conduct Guidelines” . Explanatory Notes:

  1. In order to conform to amendments to related commercial laws, the Company hereby proposes to amend the “Ethical Management Procedure and Conduct Guidelines”.

  2. The Company’s Comparison Table for the “Articles of Association” Before and After Amendment is attached hereto (Please refer Procedures Handbook).

Report No. 7:

Approval for the Letter of Commitment issued by the subsidiary Changchun Engley Automobile Industry Co., Ltd. (hereinafter referred to as “Engley Automobile”) Explanatory Notes:

  1. Changchun Engley Automobile Industry Co., Ltd. applies for listing on Shanghai Stock Exchange applies for listing on Shanghai Stock Exchange. As required by China Securities Regulatory Commission. As approved by the board of directors on November 14, 2019, the company intends to approve the issuance of “A Commitment Letter of Issuer Not Affecting and Interfering with the Review Opinions of Issuance Appraisal Committee” and “Commitment Letter on Electronic Documents Consistent with Written Documents” by Engley Automobile (Please refer Procedures Handbook), and As approved by the board of directors on March 27, 2020, the company intends to approve the issuance of “A Commitment Letter of Issuer Not Affecting and Interfering with the Review Opinions of Issuance Appraisal Committee” by Engley Automobile (Please refer Procedures Handbook).

  2. The letter of commitment issued in the preceding paragraph has no significant impact on the finance, business or shareholders' equity of the company and its subsidiaries.

Proposal Items

Proposal No. 1

Adoption of 2019 Business Report and Financial Statements (Proposed by the Board of Directors) Explanatory Notes:

  1. The Company’s 2019 financial statements have been resolved in the Board of Directors meeting convened on March 27, 2020. The Audit Committee has reviewed the aforementioned Financial Statements along with the Business Report and have issued the review report.

  2. The Company’s 2019 Business Report, Independent Auditors’ Report, and the Financial Statements are attached hereto (Please refer Procedures Handbook).

  3. Please proceed to adopt.

Resolution:

Proposal No. 2

Adoption of the Proposed Distribution of 2019 Earnings (Proposed by the Board of Directors). Explanatory Notes:

  1. The Company’s proposed distribution of 2019 earnings has been resolved in the Board of Directors meeting convened on March 27, 2020 (Please refer Procedures Handbook).

  2. The proposed cash dividend is NT$2.5 per share. Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Chairman be authorized to resolve the ex-dividend date. The cash dividend distributed to each shareholder shall be calculated in whole numbers, and for fractional dividend amounts that are less than NT$1, recognized other revenue.

  3. In the event that, before the distribution record date, the number of the Company’s outstanding shares changes due to an amendment to relevant laws or regulations, an adjustment by competent authorities, a buyback of shares, a cancelation of shares, an issuance of shares due to employee stock options or other factors, requiring the distribution rate to change or corrected, the Board of Directors shall be authorized to duly adjust and handle related matters.

  4. Pleas proceed to adopt.

Resolution:

Discussion Items

Discussion No. 1

Amendment to the Company's Articles of Association (Proposed by the Board of Directors). Explanatory Notes:

  1. In order to conform to amendments to related commercial laws, the Company hereby proposes to amend the “Articles of Association”.

  2. The Company’s Comparison Table for the “Articles of Association” Before and After Amendment is attached hereto (Please refer Procedures Handbook).

Resolution:

Discussion No. 2

Amendment to the “CAYMAN ENGLEY INDUSTRIAL CO., LTD. PROCEDURAL RULES OF GENERAL MEETINGS” (Proposed by the Board of Directors).

Explanatory Notes:

  1. In order to conform to amendments to related commercial laws, the Company hereby proposes to amend the “CAYMAN ENGLEY INDUSTRIAL CO., LTD. PROCEDURAL RULES OF GENERAL MEETINGS”.

  2. The Company’s Comparison Table for the “CAYMAN ENGLEY INDUSTRIAL CO., LTD. PROCEDURAL RULES OF GENERAL MEETINGS” Before and After Amendment is attached hereto (Please refer Procedures Handbook and Attachment I).

Resolution:

Provisional motions

Closing

【 Attachment I 】

Comparison Table for the “ The Companies Law( As Amended) Company Limited by Shares Amended and Restated Memorandum and Articles Of Association Of Cayman Engley Industrial Co., LTD.” Before and After Revision


Before and After Revision
AFTER THE REVISION BEFORE THE REVISION Explanation
Article 1
Paragraph 2
"Acquisition"refers to an act
wherein a company acquiring
shares, business or assets of
another company in exchange
for shares,cash or other assets;		 1. This Paragraph is newly
added .
2. AOA checklist published
by
Taiwan
Stock
Exchange on Dec 25,
2019.
Article 12
Subject to Article 12A, the
Company shall not issue any
unpaid
Shares
or
partly
paid-up Shares. The Company
shall not issue shares in bearer
form.		 Article 12
The Company shall not issue
any unpaid Shares or partly
paid-up Shares. The Company
shall not issue shares in bearer
form.		 AOA checklist published
by Taiwan Stock Exchange
on Dec 25, 2019.
Article 12A
If a subscriber fails to pay any
call or instalment of call with
respect of any Shares on the
day fixed for payment, the
Directors may, at any time
thereafter during such time as
any part of such call or
instalment
remains
unpaid,
serve
a
notice
on
the
subscriber requiring payment
of such call or instalment of
call as is unpaid, together with
any interest which may have
accrued, within a period of not
less than 1 month from the
date of the notice given by the
Directors. The notice shall
name a further day (not earlier
than
the
expiration
of		 1. This Article is newly
added .
2. AOA checklist published
by
Taiwan
Stock
Exchange on Dec 25,
2019.
AFTER THE REVISION BEFORE THE REVISION Explanation
aforesaid one month or longer
period from the date of the
notice) on or before which the
payment required by the notice
is to be made, and shall state
that
in
the
event
of
non-payment at or before the
time fixed the Shares in
respect of which the call was
made will be liable to be
forfeited. If the requirements
of any such notice as aforesaid
are not complied with, any
Share in respect of which the
notice has been given may at
any time thereafter, before the
payment required by notice
has been made, be forfeited by
a
determination
of
the
Directors to that effect. A
forfeited Share may be sold or
otherwise disposed of on such
terms and in such manner as
the Directors think fit, and at
any time before a sale or
disposition the forfeiture may
be cancelled on such terms as
the Directors think fit. A
Person whose Shares have
been forfeited shall cease to be
a Shareholder in respect of the
forfeited Shares, but shall,
notwithstanding, remain liable
to pay to the Company all
moneys which at the date of
forfeiture were payable by him
to the Company in respect of
the Shares forfeited, but his
liability shall cease if and
AFTER THE REVISION BEFORE THE REVISION Explanation
when the Company receives
payment in full of the amount
unpaid on the Shares forfeited.
The
provisions
of
these
Articles as to forfeiture shall
apply
in
the
case
of
non-payment
of
any
sum
which by the terms of issue of
a Share becomes due and
payable, whether on account
of the amount of the Share, or
by way of premium, as if the
same had been payable by
virtue of a call duly made and
notified. Under the aforesaid
circumstances, compensation
for loss or damage, if any, may
still be claimed against such
defaulting Shareholder.
Article 32
The Company may also by
either
a
Supermajority
Resolution Type A or the
Supermajority
Resolution
Type B:
(a) enter into, amend, or
terminate any contract for
lease of its business in
whole, or for entrusting
business, or for regular
joint
operation
with
others;
(b) transfer the whole or any
material
part
of
its
business or assets;
(c) take over the transfer of
another's whole business
or assets,which will have		 Article 32
The Company may also by
either
a
Supermajority
Resolution Type A or the
Supermajority
Resolution
Type B:
(a) enter into, amend, or
terminate any contract for
lease of its business in
whole, or for entrusting
business, or for regular
joint
operation
with
others;
(b) transfer the whole or any
material
part
of
its
business or assets;
(c) take over the transfer of
another's whole business
or assets,which will have		 AOA checklist published
by Taiwan Stock Exchange
on Dec 25, 2019.
AFTER THE REVISION BEFORE THE REVISION Explanation
a material effect on the
business operation of the
Company;
(d) effect any Spin-off of the
Company in accordance
with
the
Applicable
Listing Rules;
(e) grant
waiver
to
the
Director’s engaging in
any business within the
scope of the Company’s
business;
(f) issue restricted shares for
employees pursuant to
Article 17B;
(g) distribute part or all of its
dividends or bonus by
way of issuance of new
Shares, for the avoidance
of doubts, the allotment
of
bonus
shares
in
connection
with
the
Employees'
Remunerations
and
Directors’ Remunerations
pursuant to Article 129
shall
not
require
the
approval
of
a
Supermajority Resolution
Type
A
or
a
Supermajority Resolution
TypeB; and
(h) share swap.		 a material effect on the
business operation of the
Company;
(d) effect any Spin-off of the
Company in accordance
with
the
Applicable
Listing Rules;
(e) grant
waiver
to
the
Director’s engaging in
any business within the
scope of the Company’s
business;
(f) issue restricted shares for
employees pursuant to
Article 17B;and
(g) distribute part or all of its
dividends or bonus by
way of issuance of new
Shares, for the avoidance
of doubts, the allotment
of
bonus
shares
in
connection
with
the
Employees'
Remunerations
and
Directors’ Remunerations
pursuant to Article 129
shall
not
require
the
approval
of
a
Supermajority Resolution
Type
A
or
a
Supermajority Resolution
Type B.
Article 34
Paragraph 2		 Article 34
Paragraph 2		 AOA checklist published
byTaiwan Stock Exchange
AFTER THE REVISION BEFORE THE REVISION Explanation
Subject to the Law, in the
event
any
part
of
the
Company’s business is Spun
Off or involved in any Merger,
Acquisition or share swap with
any
other
company,
the
Shareholder, who has forfeited
his right to vote on such matter
and expressed his dissent
therefor, in writing or verbally
(with a record) before or
during the general meeting,
may request the Company to
purchase all of his Sharesin
writing at the then prevailing
fair price within twenty (20)
days after the date of the
resolution and specify the
price of the Shares to be
repurchased.
For the purpose of this Article
34, if the Company and any
Shareholder
reach
an
agreement about the price of
the Shares to be repurchased
by
the
Company,
the
Company shall pay for such
agreed
purchase
price
of
Shares
to
be
repurchased
within ninety (90) days from
the date of passing of the
resolution by general meeting.
In case no agreement as to the
purchase price is reached, the
Company shall pay the fair
price as determined by the
Company to such Shareholder
within ninety (90) days from
the
date
on
which
the		 Subject to the Law, in the
event
any
part
of
the
Company’s business is Spun
Off or involved in any Merger
with any other company, the
Shareholder, who has forfeited
his right to vote on such matter
and expressed his dissent
therefor, in writing or verbally
(with a record) before or
during the general meeting,
may request the Company to
purchase all of his Shares at
the then prevailing fair price
within twenty (20) days after
the dateofthe resolution. In
the event the Company fails to
reach such agreement with the
Shareholder within sixty (60)
days after the dateof the
resolution,
the
Shareholder
may, within thirty (30) days
after
such
sixty
(60)-day
period, file a petition to any
competent court of Taiwan for
a ruling on the appraisal price,
and, to the extent that the
ruling
is
capable
of
enforcement and recognition
outside Taiwan, such ruling by
such Taiwan court shall be
binding and conclusive as
between the Company and
requested Shareholder solely
with respect to the appraisal
price.		 on Dec 25, 2019.
AFTER THE REVISION BEFORE THE REVISION Explanation
resolution was adopted. If the
Company fails to pay the
agreed purchase price, the
Company shall be deemed to
agree to the price as requested
by the Shareholder.
For
the
Shareholder
who
requests
the
Company
to
purchase all of his Shares in
accordance with the second
paragraph, inthe event the
Company fails to reach such
agreement
with
the
Shareholder within sixty (60)
days
after
the
date
on
which
the
resolution
was
adopted, the Company shall
apply to the court for a ruling
on the fair price against all the
dissenting shareholders as the
opposing party within thirty
(30) days after such sixty-day
period, and Taiwan Taipei
District
Court
has
the
jurisdiction.
Article 50
The following mattersand
their
respective
material
contentsshall be specified in
the
notice
of
a
general
meeting, and shall not be
proposed as ad hoc motions;
material
contents
of
such
matters may be uploaded onto
the website designated by the
TWSE, TPEx or the Company
with the address of website
indicated in the notice:
(a)election or discharge of		 Article 50
The following matters shall be
specified in the notice of a
general meeting, and shall not
be
proposed
as
ad
hoc
motions; material contents of
such matters may be uploaded
onto the website designated by
the TWSE, TPEx or the
Company with the address of
website indicated in the notice:
(a) election or discharge of
Directorsor supervisors		 XXX Co., Ltd. Rules of
Procedure for Shareholders
Meetings by Taiwan Stock
Exchange on Jan 2, 2020.
AFTER THE REVISION BEFORE THE REVISION Explanation
Directorsor supervisors
(if any);
(b) amendments
to
the
Memorandum
of
Association
and/or
these Articles;
(c) reduction
in
share
capital of theCompany;
(d)application
for
de-registration
as
a
public company;
(e)dissolution, share swap
(as
defined
in
the
Applicable
Listing
Rules),
Merger
or
Spin-off
of
the
Company;
(f) entering
into,
amendment
to,
or
termination
of
any
contract for lease of its
business in whole, or
for entrusting business,
or
for
regular
joint
operation with others;
(g) thetransferof the whole
or any material part of
its business or assets;
(h) the
takeover
of
another's
whole
business
or
assets,
which
will
have
a
material effect on the
business operation of		 (if any);
(b) amendments
to
the
Memorandum
of
Association
and/or
these Articles;
(c) reduction
in
share
capital of theCompany;
(d)application
for
de-registration
as
a
public company;
(e)dissolution, share swap
(as
defined
in
the
Applicable
Listing
Rules),
Merger
or
Spin-off
of
the
Company;
(f) entering
into,
amendment
to,
or
termination
of
any
contract for lease of its
business in whole, or
for entrusting business,
or
for
regular
joint
operation with others;
(g) thetransferof the whole
or any material part of
its business or assets;
(h) the
takeover
of
another's
whole
business
or
assets,
which
will
have
a
material effect on the
business operation of
the Company;
AFTER THE REVISION BEFORE THE REVISION Explanation
the Company;
(i)
the private placement
of
equity-linked
securities;
(j)
granting waiver to the
Director’sengagingin
any business within the
scope of business of
the Company;
(k) distribution of part or all
of
its
dividends
or
bonus
by
way
of
issuance of new Shares;
(l)
capitalization
of
the
Legal
Reserves
and
Capital Reserves arising
from the share premium
account or endowment
income, in whole or in
part,
by
issuing
new
Shares which shall be
distributable as dividend
shares
to
the
then
Shareholders
in
proportion to the number
of Shares being held by
each of them;
(m) subject
to
the
Law,
distribution of the Legal
Reserves
and
Capital
Reserves arising fromthe
share premium account
or endowment income,
in whole or in part, by
paying cash to the then
Shareholders
in		 (i)
the private placement
of
equity-linked
securities;
(j)
granting waiver to the
Director’sengagingin
any business within the
scope of business of
the Company;
(k) distribution of part or all
of
its
dividends
or
bonus
by
way
of
issuance of new Shares;
(l)
capitalization
of
the
Legal
Reserves
and
Capital Reserves arising
from the share premium
account or endowment
income, in whole or in
part,
by
issuing
new
Shares which shall be
distributable as dividend
shares
to
the
then
Shareholders
in
proportion to the number
of Shares being held by
each of them;
(m) subject
to
the
Law,
distribution of the Legal
Reserves
and
Capital
Reserves arising fromthe
share premium account
or endowment income,
in whole or in part, by
paying cash to the then
Shareholders
in
proportion to the number
AFTER THE REVISION BEFORE THE REVISION Explanation
proportion to the number
of Shares being held by
each of them;
(n) the transfer of Treasury
Shares to its employees
by the Company; and
(o) the Delisting.
Subject to the Law and these
Articles, the Shareholders may
propose matters in a general
meeting to the extent of
matters as described in the
agenda of such meeting.		 of Shares being held by
each of them;
(n) the transfer of Treasury
Shares to its employees
by the Company; and
(o) the Delisting.
Subject to the Law and these
Articles, the Shareholders may
propose matters in a general
meeting to the extent of
matters as described in the
agenda of such meeting.
Article 107
Paragraph 4
Notwithstanding
the
first
paragraph of this Article, if
any Director has personal
interest (whether directly or
indirectly)
in
matters
on
agenda for the Board meeting,
such Director shall disclose
and
explain
the
material
information or contents on
such personal interest at the
same Board meeting; before
the
Company
adopts
any
resolution
of
Merger,
Acquisition, Spin-off or share
swap, a Director who has a
personal
interest
in
the
transaction
of
Merger,
Acquisition, Spin-off or share
swap
shall
declare
such
interest to the Board at the
Board meeting and to the
shareholders at the general		 Article 107
Paragraph 4
Notwithstanding
the
first
paragraph of this Article, if any
Director has personal interest
(whether directly or indirectly) in
matters on agenda for the Board
meeting, such Director shall
disclose and explain the material
information or contents on such
personal interest at the same
Board meeting.		 AOA checklist published
by Taiwan Stock Exchange
on Dec 25, 2019.
AFTER THE REVISION BEFORE THE REVISION Explanation
meeting the essential contents
of such personal interest and
the reasons that the relevant
resolution shall be approved or
dissented.
Article 119A
Before the Company holds a
meeting of the Board of
Directors
to
adopt
any
resolution
of
Merger,
Acquisition, Spin-off or share
swap, the Audit Committee
shall seek opinion from an
independent expert in order to
review
the
fairness
and
reasonableness of the plan and
transaction of the Merger,
Acquisition, Spin-off or share
swap,
including
but
not
limited to the justification of
share
swap
ratio
or
a
distribution
by
cash
or
otherwise, and the review
result shall be submitted to the
Board
of
Directors
and
Shareholders in the general
meeting (provided, however,
that if the Law does not
require
the
Shareholders'
approval
on
the
said
transactions,
the
expert
opinion and review result do
not have to be submitted to the
general meeting); and the
review result and the expert
opinion shall be provided to
the Shareholders together with
the notice of general meeting.
If the Law does not require the		 1. This Article is newly
added .
2. AOA checklist published
by
Taiwan
Stock
Exchange on Dec 25,
2019.
AFTER THE REVISION BEFORE THE REVISION Explanation
Shareholders' approval on the
said transactions, the Board of
Directors
shall
report
the
transactions in the next general
meeting
following
the
transactions.
For the documents required to
be given to the Shareholders in
the preceding paragraph, if the
Company announces the same
content as in those documents
on a website designated by the
Taiwan competent authorities
and
those
documents
are
available at the venue of the
general
meeting
for
Shareholders' inspection, those
documents shall be deemed as
having
been
given
to
Shareholders.

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