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COXOC — AGM Information 2026
May 28, 2026
52530_rns_2026-05-28_7606a62e-89a3-4e9b-8b6d-c13539e8ff87.pdf
AGM Information
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Chant Sincere Co., Ltd.
Proceeding of 2026 General Shareholders' Meeting
Acknowledgments
Motion 1
Summary: The Company's 2025 business report, financial statements and consolidated financial statements; please recognize.
Description:
I. The Company's 2025 business report, financial statements and consolidated financial statements have been approved by the board meeting, and the financial statements have been audited by CPAs Yan-Na Li and Ya-Huei Cheng of PWC Taiwan. The business report and financial statements above have been sent to the Audit Committee for audit, and an audit report is issued accordingly.
II. Please refer to Attachments 1 and 5 (pages 18 to 22 and 28 to 47 of the meeting handbook) for the business report and the financial statements; please recognize.
Resolution:
Motion 2
Summary: 2025 earnings distribution; please recognize.
Description:
I. According to the Articles of Association of the Company, the net profit after tax in 2025 was NT$162,361,478, the accumulated undistributed earnings of previous years was NT$698,071,555, and the adjusted amount of retained earnings in 2025 was NT$3,807,035; a legal reserve of NT$16,616,851 is set aside, and a cash dividend of NT$1.5 per share for ordinary shares is to be distributed, totaling NT$121,103,861. The balance of NT$726,519,356 is reserved for distribution in the next year.
II. In the distribution proposal above, if there is a change in the number of shares outstanding and therefore a change in the dividend ratio before
the ex-dividend date due to the convertible corporate bond creditors' exercise of the conversion rights, buyback of the Company's shares, transfer, conversion and cancellation of the treasury shares or other circumstances, it is proposed to request the shareholders' meeting to authorize the Chairman to take full charge of the matter and make the adjustment.
III. The amount of cash dividend less than NT$1 will be included in other income of the Company.
IV. Please refer to Attachment 6 (page 48 of the meeting handbook) for the earnings distribution table; please recognize.
Resolution:
2
Discussions
Motion 1
Proposal by the board of directors
Summary: The proposal for the capital increase of the Company via the private placement of ordinary shares; please discuss.
Description:
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In response to the capital required for future development, investments or the enrichment in working capital, the Company plans to request the shareholders' meeting to authorize the board of directors to authorize the board of directors at an appropriate time in accordance with the provisions of Article 43-6 of the Securities and Exchange Act. It is expected that the number of private placement shares will no more than 20,000,000 ordinary shares. Choose one or use a combination of private placement to issue common shares, or private placement to handle domestic convertible corporate bonds.
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According to Article 43-6 of the Securities and Exchange Act and the "Directions for Public Companies Conducting Private Placements of Securities," the descriptions are as follows:
(I) The basis and reasonableness of the private placement pricing
- The price per share of private placement ordinary shares shall be no less than 80% of the reference price. The reference price shall be the higher of the following two calculations:
(1) The simple average closing price of the ordinary shares for either one, three or five business day(s) before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
(2) The simple average closing price of the ordinary shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
- Private convertible corporate bonds:
(1) Denomination: NT$100,000 or its multiples.
(2) Issuance period: not more than seven years from the issuance date.
(3) Coupon interest rate: authorize the board of directors to make decisions based on market conditions.
(4) The issue price of private placement convertible corporate bonds may not be below 80% of the theoretical price. The theoretical price will be determined with the valuation model selected that covers and takes into consideration at the same time various rights included in the issuance criteria. The conversion price was determined by calculating the simple arithmetic average of the closing price of the ordinary shares for one, three or five business days prior to the pricedetermination date, less the ex-rights and dividends of stock dividends, and adding back the anti-ex-rights of the capital reduction, or the simple arithmetic average of the closing price of the ordinary shares for 30 business days prior to the price determination date, less the ex-rights and dividends of stock dividends, and adding back the anti-ex-rights of the capital reduction. It shall be the higher of the two calculations and the price shall not be less than 80% of the reference price.
- The reasonableness of the private placement pricing: The Company intends to authorize the Board to determine the actual issuance price that is not lower than the ratio resolved by the shareholders' meeting based on the regulatory requirements, subject to the subsequent negotiations with specific persons, market conditions and the prospect of the Company. The basis of the establishment of the private placement price above complies with the regulatory requirements of the competent authority; meanwhile, considering that the transfer point of time, targets and quantity of the securities under the private placement are strictly restricted, the prohibition for listing within three years, the unfavorable liquidity and other factors, the establishment of the ratio of the private placement price shall be reasonable.
(II) The method for selecting the specific persons
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The targets of fundraising through the issuance of securities are limited to specific persons stated in Article 43-6 of the Securities and Exchange Act, pursuant to Letter Jin-Guan-Zheng-Fa No. 11203832209 issued by the Financial Supervisory Commission on September 12, 2023.
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If the places are strategic investors: The Company will select operators, either individuals or corporations, who have the considerable understandings of the Company's operations that are
4
beneficial to the future of the Company to assist the Company in improving its technologies and quality, reducing costs, and increasing its efficacy through their own experiences, technologies, brands or channels. To optimize the Company's financial structure and reinforce its solvency, the introduction of capital from places may improve the overall financial nature of the Company; furthermore, the participation of places reduces the immense capital costs, improves the financial structure of the Company, and minimizes the operating risks. The Company intends to authorize the Board to review the relevant qualifications of strategic investors.
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If places are insiders or related parties of the Company: Not applicable.
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There is no confirmed place at present; the Company intends to authorize the Board to determine the confirmed places.
(III) The reasons for the necessity of conducting the private placement
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The reasons for not adopting a public offering: Considering the timeliness, convenience and issuance costs for fundraising, the Company intends to perform the capital increase in cash by way of private placement.
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Usage of proceeds from the private placement of securities and the estimated effects to be achieved: The Company intends to authorize the Board to carry out the placement in no more than three batches within one year from the day on which the shareholders' meeting made the resolution. Proceeds from each batch of the private placement are used to enrich our working capital, reinvestments, or other capital requirements, in response to future development to achieve the effects of capital cost reduction, competitiveness reinforcement, and operating efficacy improvement.
III. The rights and obligations of securities under the private placement are equivalent to the issued shares, and such shares shall not be transferred within three years from the delivery date, except for transferring counterparties stated in Article 43-8 of the Securities and Exchange Act; after three years from the delivery date, the Company intends to propose to the shareholders' meeting to authorize the Board to apply for the listing of the securities under the private placement for trading with the competent authority according to the relevant laws and regulations.
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IV. Regarding the major content of the private placement plan, except for the ratio of private placement price, if there is any amendment to the issuance price, number of shares, issuance condition, plan items, the progress of fund utilization, expected effects and other unaddressed matters due to the competent authority or the changes in the objective environmental factors, the Company intends to propose to the shareholders' meeting to authorize the Board to make arrangements at its full discretion according to the relevant requirements.
V. For the details of matters to be disclosed for the proposal for the private placement of securities of the Company according to Article 43-6 of the Securities and Exchange Act, please refer to MOPS (http://mops.twse.com.tw/) and select the Investment Section/Private Placement Section/Market: TWSE-listed/stock code: 6205, or the Company's website (https://www.coxoc.com.tw/); the proposal is submitted for discussion.
Resolution:
Motion 2
Proposal by the board of directors
Summary: Amendment to the Company's “Regulations Governing the Acquisition and Disposal of Asset”; please discuss.
Description: Pursuant to amendments made by the Financial Supervisory Commission on July 24, 2025 (Jin-Guan-Zheng-Fa No. 1140383333) and in accordance with current operating procedures, the content of certain articles has been amended. Please refer to Attachment 7 (pages 49 to 54 of the meeting handbook) for a comparison table of the amended articles for discussion.
Resolution:
Motion 3
Proposal by the board of directors
Summary: Amendment to the Company's “Rules for Election of Directors”; please discuss.
Description: In response to the full adoption of a candidate nomination system of the Company's Board of Directors, and following the Taiwan Stock Exchange's announcement of amendments to the “Procedure for Election of Directors of
OO Co., Ltd. on June 3, 2020 (Tai-Zheng-Zhi-Li-Zi No. 1090009468), the content of certain articles of the Company’s “Procedures for Director Election” has been amended. Please refer to Attachment 8 (pages 55 to 57 of the meeting handbook) for a comparison table of the amended articles for discussion.
Resolution:
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Election
Proposal by the board of directors
Summary: Election of the Company’s directors.
Description: I. The term of office of the current directors of the Company expires on June 13, 2026; it is proposed to submit a proposal to the 2026 general shareholders' meeting to elect nine directors (including four independent directors) in accordance with the Company's Articles of Association.
II. The new director shall take office on the date of election, with a term of office from May 28, 2026 to May 27, 2029.
III. The candidate nomination system is adopted for the election of directors of the Company. The list of director candidates nominated by shareholders after the board meeting’s review is listed below for resolution.
IV. Miss Ming-Lei Chang, independent director candidate, has served as an independent director of the Company for three consecutive terms. Over the years, she has continuously provided important advice and supervisory opinions to the Company's operations and management. Considering that Miss Ming-Lei Chang has the qualification of an accounting professor and accountant, and has work experience in the field of financial accounting, she can provide professional experience and supervise the operation of the board of directors, Therefore, in this election, we shall continue to nominate her as an independent director of the Company.
V. the list of director candidates is proposed as follows:
| Nominee category | Nominee name | Education level | Experience | Current employment | Shareholding |
|---|---|---|---|---|---|
| Director | Lien-Hsi Wu | Mechanical Engineering Department, Jui-Fang Industrial High School | President, Chant Sincere Co., Ltd | 1. Chairman and President, Chant Sincere Co., Ltd. | |
| 2. Director, Axmoo Investment Co., Ltd. | |||||
| 3. Director, A&H Electronics Company(BVI)Ltd. | |||||
| 4. Director, Chant Sincere Technology Co., Ltd. | |||||
| 5. Director of Kunshan Chant Sincere | 4,381,577 |
| Nominee category | Nominee name | Education level | Experience | Current employment | Sharehold ing |
|---|---|---|---|---|---|
| Electronics Ltd.6.Director, Dongguan Quanrong Electronics Co., Ltd. | |||||
| Director | Ting-Ting Shih | Lukang Junior High School | Special Assistant to the Chairman, Chant Sincere Co., Ltd. | 1.Vice Chairman, Chant Sincere Co., Ltd.2.Chairman, Hsianghehsing Investment Co., Ltd.3. Director, CHANT SINCERE (THAILAND) CO.,LTD. | 1,368,054 |
| Director | Wu-Hsiung Chen | Department of Mechanical Engineering, United Industrial Technical College | President, Yuheng Informaation Co., Ltd. | 1.Vice President, Chant Sincere Co. Ltd.2.Director, Dongguan Quanrong Electronics Co., Ltd.3. Director, CHANT SINCERE (THAILAND) CO.,LTD. | 1,173,194 |
| Director | Chia-Hsiang Wu | Master of Management, St. Leo University, Australia | Special Assistant to the Chairman, Chant Sincere Co., Ltd. | 1.Chairman, David Electronics Company Ltd.2.Director, Hsianghehsing Investment Co., Ltd. | 1,681,380 |
| Director | Chun-Wei Wu | Department of Mechanical Engineering, Datong University | Manager, Marketing Department, Chant Sincere Co., Ltd. | 1.Senior Manager, Marketing Department, Chant Sincere Co., Ltd.2.Director, Min Chang Investment Co., Ltd.3. Director, CHANT SINCERE (THAILAND) CO.,LTD. | 2,317,774 |
| Independent director | Ming-Lei Chang | Ph.D. in Accounting, National Taiwan University | Associate Professor, Accounting Group, School of Management, Yuan Ze University | 1.Dean of the College of Business, Chung Yuan Christian University2.Director, of Taiwan Cooperative Bank3.Independent Director, Bausen Inc4.Independent Director, Yulon Motor Co.,Ltd | 0 |
| Independent director | Yin-Tien Wang | PhD in Mechanical Engineering, University of Pennsylvania, USA | Department of Mechanical and Mechatronic Engineering, Tamkang University | 1.Professor of the Department of Artificial Intelligence, Tamkang University, and Director of the Intelligent Manufacturing Center2.Independent Director, Innodisk Corporation | 0 |
| 3.Independed Director, Yulon Motor Co., Ltd | |||||
| Independent director | Yin-Tien Wang | PhD in Mechanical Engineering, University of Pennsylvania, USA | Department of Mechanical and Mechatronic Engineering, Tamkang University | 1.Chairman, Yulon Motor Co., Ltd.2.Chairman, Yulon Motor Co., Ltd.3. Director, CHANT SINCERE (THAILAND) CO.,LTD. | 0 |
| Nominee category | Nominee name | Education level | Experience | Current employment | Sharehold ing |
|---|---|---|---|---|---|
| Independent director | Chang-Lin Chan | PhD in Business Administration, Nation University of USA | 1.President, AIM (Samoa) Co., Ltd. Taiwan Branch 2.Vice President, Guedeng Precision Industrial Co., Ltd. | President, Advanced Innovation Management Co., Ltd. | 0 |
| Independent director | Chao-Ming Fu | Ph.D. in Physics KU Leuven, Belgium | Professor ,Department of Physics, National Taiwan University | 1.Dean and Chair Professor, College of Semiconductor Industry, Chung Yuan Christian University 2.Adjunct Professor/Visiting Researcher, Department of Physics & Ocean Center, National Taiwan University | 0 |
IV. Please proceed to elect
Voting Results:
Other motions
Proposal by the board of directors
Summary: Lifting of the non-competition restriction on the Company's directors; please review.
Description: In accordance with Article 209 of the Company Act, "a director's conduct for him/herself or others is within the business scope of the company, and the important content of his/her conduct shall be explained to the shareholders' meeting, and its permission shall be obtained". Therefore, it is proposed to lift the non-competition restriction on the Company's new directors; please make a decision.
| Nominee category | Nominee name | Concurrent positions at other companies |
|---|---|---|
| Director | Lien-Hsi Wu | 1.Director, Axmoo Investment Co., Ltd.2.Director,A&H Electronics Company(BVI)Ltd.3.Director, Chant Sincere Technology Co., Ltd.4.Director of Kunshan Chant Sincere Electronics Ltd.5.Director, Dongguan Quanrong Electronics Co., Ltd. |
| Director | Ting-Ting Shih | 1.Chairman, Hsianghehsing Investment Co., Ltd.2.Director, CHANT SINCERE (THAILAND) CO.,LTD. |
| Director | Wu-Hsiung Chen | 1.Director, Dongguan Quanrong Electronics Co., Ltd.2.Director, CHANT SINCERE (THAILAND) CO.,LTD. |
| Director | Chia-Hsiang Wu | 1.Chairman, David Electronics Company Ltd.2.Director, Hsianghehsing Investment Co., Ltd. |
| Director | Chun-Wei Wu | 1.Director, Min Chang Investment Co., Ltd.2.Director, CHANT SINCERE (THAILAND) CO.,LTD. |
| Independent director | Ming-Lei Chang | 1.Independent Director, Bausen Inc2.Independent Director, Yulon Motor Co.,Ltd |
| Independent director | Yin-Tien Wang | Independent Director, Innodisk Corporation |
| Independent director | Chang-Lin Chan | President, Advanced Innovation Management Co., Ltd. |
Resolution: