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Cenra Inc. Proxy Solicitation & Information Statement 2024

Nov 14, 2024

52378_rns_2024-11-14_4311a33c-a0c8-4adf-af16-22d6f7ddfc62.pdf

Proxy Solicitation & Information Statement

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CENRA INC. Notice of the First Extraordinary Meeting of Shareholders in 2024

(Summary Translation)

Time: 9:00 a.m., Tuesday, October 29, 2024

Place: 4F., No.2, Xuzhou Road, Taipei City (NTUH International Convention Center, Room 401)

  • A. Meeting Agenda

  • Elections:

Reelection of the Company’s directors (including independent directors)

  1. Other Discussions:

Other matters for discussion: Lifting of the restrictions on the non-compete clause of new directors and their representatives.

  1. Questions and Motions

  2. Adjournment

  3. B. The company's first extraordinary shareholders' meeting in 2013 will elect 7

  4. directors (3 directors and 4 independent directors) through candidate nominations. System, list of candidates:

  5. Director:

  6. (1) Wang Ming-Ning Memorial Foundation Representative:Wang Hsieh, I-Chen

  7. (2) Wang, Hou-Jie

  8. (3) Representative of Sela Holdings Inc.:Wang, Hou-Kai

  9. Independent Director:

  10. (1)Chen, Hung-Shou (2)Chou, Ta Jen (3)Leu, Chia-Hwel (4) Wang Defin Candidates’ academic experience is equivalent to that of Related information ,you may visit the Market Observation Post System(website:https://mops.twse.com.tw/ Important news and announcements/ announcementInquire/ Announcement on the adoption of a candidate nomination system for the selection of directors and supervisors)

  11. C. In accordance with the provisions of Article 209 of the Company Law, the newly elected directors and their representatives who intend to request the shareholders to agree to lift the non-competition restrictions at an extraordinary meeting shall Please refer to the shareholder meeting manual for details of the competition.

  12. D. In accordance with the provisions of Article 165 of the Company Law, the Company shall cease from September 30, 2024 to October 29, 2024. The stock transfer period is closed.

  13. E. I entrust you with one copy of the attendance notice and the power of attorney. If

  14. you decide to attend in person, please sign or stamp the attendance notice.

  15. After stamping, you can register on the day of the meeting (those who attend in person do not need to send it back). If you entrust an agent to attend, please register in the power of attorney.

  16. After signing or sealing, and filling in the name, address and signature of the agent, it should be completed five days before the meeting (October 23, 2024)

  17. Send (mail) to the Company's stock agency, Fubon Comprehensive Securities Co., Ltd. Stock Agency Department (11th Floor, 17 Cheong Street ,Xu, Zhongzheng District, Taipei City,).

  18. F. If there is a public solicitation of proxies for this extraordinary shareholders' meeting, the company will upload it on October 11, 2024 in accordance with regulations.

  19. To the Securities and Exchange Commission website, if investors want to inquire, they can directly enter the website of the Securities and Futures Market

  20. Development Foundation https://free.sfi.org.tw Go to "Free Inquiry of Power of Attorney Announcement Information" and enter the query conditions. (SecuritiesCode: 3716)

  21. G. According to Article 26-2 of the Securities and Exchange Act: “A company that has issued shares in accordance with this Act shall not hold registered shares for less than one year.

  22. For shareholders with 1,000 shares, the notice of convening an extraordinary shareholders' meeting may be given by way of announcement fifteen days before the meeting."

  23. H. In accordance with Article 172 of the Company Law, Articles 26-1 and 43-6 of the Securities and Exchange Law and relevant laws and regulations, the main contents of the shareholder meeting resolutions must be read in detail Public Information Observatory (website: https://mops.twse.com.tw) click "Basic Information\E-books\Annual Reports and Shares"

  24. "Eastern Association Related Information" or click "Basic Information\Company Basic Information\Company Website" to link to the company website.

  25. I. Shareholders of this shareholders’ meeting can exercise their voting rights electronically, and the exercise period is from October 12 through October 26,2024,

  26. ,please log in to the "Shareholder e-Service/Electronic Voting" of Taiwan Centralized Depository and Clearing Co., Ltd. with your CA certificate. Shareholders' meeting electronic voting platform, vote according to relevant instructions. [Website: https://stockservices.tdcc.com.tw]

  27. J. Please refer to the attachment for details on how to receive the souvenir of the

  28. extraordinary shareholders meeting (green plant antibacterial hand cleansing mousse).

  29. ※Information on How to Pick up the Souvenir※

  30. I. Shareholders Meeting Souvenir: Green Plant Antibacterial Hand Cleansing Mousse

  31. II. Principles for issuing souvenirs: For shareholders holding less than 1,000 shares, unless the shareholder attends the shareholders’ meeting in person or conducts the meeting electronically,

  32. The company will not issue souvenirs except to those with voting rights.

  33. III. Ways to attend in person to receive souvenirs: If your shareholder intends to attend the shareholders' meeting in person, please do so on the day of the shareholders' meeting (the end of the meeting)

  34. Before the end of the meeting), bring the second copy of the notice of attendance

  35. to the shareholders' meeting to attend and receive souvenirs. It will not be reissued or mailed after the meeting.

  36. In addition, on the day of the meeting, no matter how many shares you hold, no souvenirs will be accepted on your behalf.

  37. IV. Ways to collect souvenirs through electronic voting: Shareholders who exercise

  38. their voting rights electronically and want to receive souvenirs,From October 30, 2024 to November 1, 2024, please bring the electronic voting

  39. "Proposal Voting Situation" and proof of identity to copy this article

  40. You can choose any photocopy of the document or other documents that are sufficient to prove the identity of the shareholder (such as a photocopy of a health insurance card or a photocopy of a driver's license).

  41. Go to the Stock Affairs Agency Department of Fubon Comprehensive Securities

Co., Ltd. to collect it.

Note to Readers: If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.

Board of Directors

CENRA INC.