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CPDC — AGM Information 2022
Aug 12, 2022
51772_rns_2022-08-12_2467e54e-858c-4c16-81ce-29ad2529f422.pdf
AGM Information
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9-11th F, No.12, Dongxing Road, Taipei 105 Taiwan, ROC
TEL: 886-2-8787-8187 FAX: 886-2-8787-8111
April 26, 2022
Dear Shareholders,
We cordially invite you to attend the 2022 Annual General Meeting at 9:30a.m., Taiwan Time, on Friday, May 27, 2022. The meeting will be held at CPDC’s Toufen Plant, No.217, Sec. 2, Ziqiang Rd., Toufen Township, Miaoli County 35145, Taiwan. Only stockholders showing proof of ownership will be allowed to attend the meeting in person.
Pursuant to the meeting date and the Company Act, the shareholder register will be closed from March 29 to May 27, 2022. Shareholders on the register by the book closure date of March 29, 2022 are entitled to vote the number of shares held on that date at the AGM, regardless of whether they sell their shares during the book closure period.
During the meeting, we will consider and act upon the following matters. This year, we will report on the status of the capital raising program by domestic public share issuance (cash offering) resolved by the shareholders at the 2021 AGM. We also seek your ratification of the 2021 financial statements and earnings distribution of NT0.4 cash dividend per common share.
We also propose amendments to the “Articles of Incorporation” to comply with current regulations on earnings distributions, amendments to the “Procedures for Loans, Endorsements, and Guarantees” for future business development needs, amendments to the “Procedures for the Acquisition or Disposal of Assets” to comply with current regulations, and amendments to the “Rules Governing the Proceedings of Shareholder Meetings” to allow for video conference shareholder meetings for the benefit of greater shareholder participation. Please refer to our shareholders’ meeting handbook for more detailed information.
Due to the resignation of an independent director of the 22[nd] board of directors, we nominate a new independent director candidate for by-election, Mr. Tsai Lian-Sheng. We also request the release of restriction on competitive activities of directors for business purposes. The directors continue to improve CPDC’s competitiveness and core competence, uphold excellence and standards in corporate governance, and continue to place efforts in developing a long-term focus on sustainability.
We thank you for your continued support as our shareholders and urge you to vote so that your voice is represented. For any queries, please don’t hesitate to contact our investor relations team at [email protected].
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I. Report Items
| Item Num. |
Item |
|---|---|
| 1 | 2021 Business Report |
| 2 | Audit Committee’s Review Report on the 2021 Financial Statements |
| 3 | Status of the capital raising proposal by domestic public share issuance (cash offering) resolved byshareholders at the 2021 Annual General Meeting |
| 4 | Status of the employees' and directors' remuneration of 2021 |
| 5 | Other reporting items |
II. Ratification Items
| Item Num. |
Proposal Type | Item | Board Vote Rec. |
|---|---|---|---|
| 1 | Management | Ratification of the 2021 Business Report and Financial Statements |
FOR |
| 2 | Management | Ratification of the 2021 Earnings Distribution Proposal |
FOR |
III. Discussion and Election Items
| Item Num. |
Proposal Type | Item | Board Vote Rec. |
|---|---|---|---|
| 1 | Management | Amendment to the “Articles of Incorporation” | FOR |
| 2 | Management | Amendment to the “Procedures for Loans, Endorsements, and Guarantees” |
FOR |
| 3 | Management | Amendment to the “Procedures for the Acquisition or Disposal of Assets” |
FOR |
| 4 | Management | Amendment to the “Rules Governing the Proceedings of Shareholder Meetings” |
FOR |
| 5 | Election | By-election for one Independent Director of the 22nd Board of Directors |
FOR |
| 6 | Management | Release of restriction on competitive activities of directors |
FOR |
The by-election for one Independent Director of the 22[nd] Board of Directors will be held at the meeting. Our Articles of Incorporation specify a board of 7~11 members, including
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at least 3 independent directors. The Company has adopted the nomination system for the election of directors. We nominate Mr. Tsai Lian-Sheng, as our independent director candidate. For further details on the background of Mr. Tsai, please refer to the meeting handbook. We recommend you vote FOR the nominee.
We also request a release of restriction on competitive activities for the selected directors, as they hold positions in companies on behalf of the Company or provide industry expertise that is valuable to company operations.
We also note that electronic proxy voting is available for this annual shareholders’ meeting on the TDCC e-voting website (https://www.stockvote.com.tw), electronic voting requires a compatible CA digital certificate to log-in, and voting instructions are accepted from April 27, 2022 to May 24, 2022. For additional terms and instructions, please refer to the e-voting website.
Finally, I would like to bring to your attention to the fact that most local custodian banks stop accepting vote instruction five days before the meeting date. These are hard deadlines and late voting will not be accepted. Your votes are very important and we urge you to vote promptly.
Very sincerely yours,
Steve Ruey-Long Chen Chairman China Petrochemical Development Corporation
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