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FCC — AGM Information 2021
Aug 31, 2021
51941_rns_2021-08-31_a941bc1d-8ade-4b45-9633-6605e6274502.pdf
AGM Information
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Stock code: 2009
First Copper Technology Co., Ltd. 2021 Annual General Meeting of Shareholders Meeting Agenda
Meeting Time: June 24, 2021 Meeting Venue: No. 479, Yanhai 1st Road, Xiaogang District, Kaohsiung City
Table of Contents
Meeting Agenda ........................................................................ (1) Status Reports ........................................................................... (2) Approval Items ......................................................................... (2) Discussion and Election Items .................................................. (4) Extraordinary Motions .............................................................. (6) Appendices: The Articles of Incorporation of the Company.. (23) Rules for Election of Directors of the Company (31)
Rules of Procedure for Shareholders’ Meetings of the Company ..................................................... (33)
Shareholdings of Directors of the Company ..... (36)
First Copper Technology Co., Ltd.
2021 Annual General Shareholders’ Meeting Agenda
Time: June 24, 2021, 9:30 AM
Venue: No. 479, Yanhai 1st Road, Xiaogang District, Kaohsiung City
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One. Call the Meeting to Order
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Two. Chairman’s Remarks
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Three. Status Reports
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(I) 2020 Business Report.
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(II) Audit Committee’s review report for 2020 audited financial statements
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(III) Report on the distributable compensation for employees and directors in 2020
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Four. Approval Items
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(I) Recognition of the Company's 2020 business report and financial statements.
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(II) Recognition of the statement for distribution of earnings for 2020.
Five. Discussion and Election Items
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(I) Amendment to the Company's "Measures for Election of Directors", the proposal for which is submit for discussion.
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(II) Re-election of directors (including independent directors).
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(III) Lifting of the non-competition restriction on the Company's new directors or their representatives, the proposal for which is submit for discussion.
Six. Extraordinary Motions
Seven. Adjournment
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Three. Status Reports
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I. 2020 Business Report. (Please refer to Page 7)
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II. Audit Committee’s review report for 2020 audited financial statements (Please refer to Page 8)
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III.Report on distributable compensation for employees and directors in 2020
The Company's profit before tax in the year of 2020 after deducting the remuneration of employees and directors was NT$83,977,861. Per the resolution of the Compensation Committee and the board meeting, 3% of the total amount or NT$2,519,336 was to be allocated as the remuneration of employees and 0.5% of the total amount or NT$419,889 as the remuneration of directors in accordance with Article 39 of the Articles of Association. Both the remuneration of employees and directors are to be paid in cash.
Four. Approval Items Proposal 1 Proposed by the Board of the Company Proposal: Recognition of the Company's 2020 business report and financial statements.
Explanation:
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(I) The individual financial statements for the year of 2020 have been audited by CPAs Yang Po-Jen and Hsu Zhen-Lung of KPMG; the audit report together with the business report were sent to the Audit Committee for review, and a review report has been issued accordingly.
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(II) The Company's 2020 annual business report (please refer to page 7), the Audit Committee's review report (please refer to page 8), the accountants’ independent audit report and individual financial statements (please refer to pages 9 to 15; full financial statements can be found at the following website of the MOPS: http://mops.twse.com.tw/mops/web/index).
2
(III)Submitted for acknowledgment. Resolution:
Proposal 2 Proposed by the Board of the Company Proposal: Recognition of the statement for distribution of earnings for 2020.
Explanation:
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(I) The Company's 2020 after tax net profit was NT$79,209,636. After making up the accumulated loss and adding the changes of the defined welfare plan in the current period, and reversing the special reserve, the distributable earnings of the current period was NT$287,697,732. The cash dividend to be distributed to shareholders is NT$0.8 per share, for a total of NT$287,697,732, and the undistributed earnings at the end of the distribution period will be 0.
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(II) 2020 Earnings Distribution Table of the Company (please refer to page 16). After this earnings distribution proposal is submitted to the shareholders’ meeting for approval, the Chairman of the Board of Directors shall be authorized to determine relevant matters such as the base date and payment date of the cash dividends.
(III) Submitted for acknowledgment.
Resolution:
3
V. Discussion and Election Items
Proposal 1 Proposed by the Board of the Company Proposal: Amendment to the Company's " Rules for Election of Directors", the proposal for which is submit for discussion.
Explanation:
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(I) In order to adopt the candidate nomination system for the election of directors and meet the needs of practical operation, some articles of the Company's " Rules for Election of Directors", are to be amended.
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(II) For the revised articles, please refer to the "Comparison Table of Revised Articles of the Rules for Election of Directors" on page 17, and the revised " Rules for Election of Directors of the Company" in the appendix.
Resolution:
Proposal 2 Proposed by the Board of the Company Proposal: Re-election of directors (including independent directors).
Explanation:
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(I) The term of office of the current directors of the Company (including independent directors) will expire on June 27 this year. It is proposed to conduct a comprehensive re-election in accordance with the law at the general shareholders’ meeting this year.
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(II) According to the Articles of Association of the Company and the resolution of the board meeting on March 22, 2021, 7 directors (including 3 independent directors) are proposed to be elected in this election. The new directors
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will take office after the general shareholders’ meeting. The current directors will be dismissed after the re-election, and the term of office of the new directors is three years, from June 24, 2021 to June 23, 2024
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(III) The candidate nomination system is adopted for the election of the Company's directors (including independent directors), and the directors are selected by the shareholders’ meeting from the list of candidates. The list of candidates for directors has been reviewed and approved by the board meeting of the Company on May 10, 2021; please refer to pages 19 and 21.
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(IV) Please proceed with the voting.(please refer to the election rules on page 31)
Election results:
5
Proposal 3 Proposed by the Board of the Company Proposal: Lifting of the non-competition restriction on the Company's new directors or their representatives, the proposal for which is submit for discussion. Explanation:
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(I) According to Article 209 of the Company Act, if a director acts for himself or others within the business scope of the Company, he shall explain the important contents of his act to the shareholders' meeting and obtain its permission.
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(II) To be in line with the Company's expansion of business scope and diversified development, and to obtain the assistance from the expertise and experience of the directors of the Company, if the new directors or their representatives elected at the general shareholders’ meeting have any noncompetition act as stipulated in Article 209 of the Company Act, it is proposed to obtain the approval of the shareholders' meeting to lift the non-competition restriction on the new directors or their representatives without prejudice to the interests of the Company.
Resolution:
Six. Extemporary Motions:
Seven. Adjournment
6
First Copper Technology Co., Ltd. 2020 Business Report
I. 2020 Business Report:
The Company's main business in the year of 2020 was the manufacturing of various alloy copper sheets for domestic and export sales. The annual operating income was NT$2,260,596 thousand, the operating cost was NT$2,281,757 thousand, the operating expense was NT$54,742 thousand, the net operating loss was NT$75,903 thousand, the non-operating income was NT$156,942 thousand, the net profit before tax was NT$81,039 thousand, the income tax expense was NT$1,829 thousand, and the net profit after tax was NT$79,210 thousand.Other comprehensive benefits in the current period was NT$791,938 thousand, and the total amount of comprehensive benefits in the current period was NT$871,148 thousand.
II. 2021 Summary business plan report:
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(I) Adjust the product structure and increase the proportion of the main products which are semiconductor materials and tinplate materials for automobile.
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(II) Promote the copper alloy materials used in 5G related products.
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(III) Promote lithium battery packs for power tools and battery jumper material.
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(IV) Continue to develop and supply new models of copper alloy secondary-processing stamping products.
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(V) Research and develop self-made melt-casting high-conductivity pure copper ingot and high performance alloy.
Chairman:
Manager:
Accounting Supervisor:
7
Audit Committee’s Review Report
The Board of Directors has prepared the Company's business report, individual financial statements and earnings distribution proposal for the year of 2020, where the individual financial statements have been audited by CPAs Yang Po-Jen and Hsu Zhen-Lung of KPMG, and have issued an audit report has been issued accordingly.
The above-mentioned business report, individual financial statements and earnings distribution proposal have been reviewed by the Audit Committee members and found to have no inconsistencies. These reports are to be submitted in accordance with the relevant provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law.
Sincerely
2021 Annual General Meeting of Shareholders of the Company
First Copper Technology Co., Ltd.
Convener of the Audit Committee: Hu Lee-Ren
March 22, 2021
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Independent Auditors’ Report
To the Board of Directors FIRST COPPER TECHNOLOGY CO., LTD.
Opinion
We have audited the financial statements of FIRST COPPER TECHNOLOGY CO., LTD. (“the Company”), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the financial report as follows:
Valuation of inventory
Please refer to Note 4(g) for significant accounting policies on inventories and Note 5 for significant accounting assumptions and judgment, and major sources of estimation uncertainty. Information regarding the inventory is shown in Note 6(f) of the financial statements.
Description of key audit matter:
The Company's inventories are copper products which are measured at the lower of cost and net realizable value. Since the selling price is affected by copper price which fluctuates wildly in recent years, the valuation of inventory is one of the key areas our audit focused on.
9
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include assessing the reasonableness of inventory valuation and obsolescence, and evaluating the assumptions made by the management; corroborating, on a sample basis, by testing the accuracy of inventory aging, examining their net realizable value to the recent sales records and making an analysis on the trend of international copper price fluctuations.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors ’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
10
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for
our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Po Jen, Yang and Cheng Lung, Hsu.
KPMG Taipei, Taiwan (Republic of China) March 22, 2021
Notes to Readers
The accompanying financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and financial statements, the Chinese version shall prevail.
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4
(English Translation of Financial Statements Originally Issued in Chinese) FIRST COPPER TECHNOLOGY CO., LTD. Balance Sheets December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (note 6(b)) 1150 Notes receivable (note 6(d)) 1172 Accounts receivable (note 6(d)) 1180 Accounts receivable from related parties (notes 6(d) and 7) 1200 Other receivables (notes 6(d) and (e)) 130X Inventories (note 6(f)) 1470 Other current assets (note 6(j)) Total current assets Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income(note 6(c)) 1550 Investments accounted for using equity method (note 6(g)) 1600 Property, plant and equipment (note 6(h)) 1760 Investment property, net (notes 6(i) and (n)) 1840 Deferred tax assets (note 6(p)) 1915 Prepayments for equipment 1920 Refundable deposits (note 6(e)) 1975 Net defined benefit asset, non-current (note 6(o)) Total non-current assets Total assets |
December 31, 2020 Amount % $ 77,189 1 220,944 4 2,246 - 174,500 3 471 - 8,029 - 1,298,992 22 72,409 1 |
December 31, 2019 Amount % 374,733 7 211,000 4 2,330 - 152,058 3 100 - 9,622 - 1,231,771 24 8,517 - 1,990,131 38 2,078,483 39 97 - 871,860 16 232,111 4 55,004 1 67,960 2 6 - - - 3,305,521 62 5,295,652 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(k)) 2110 Short-term notes and bills payable (note 6(l)) 2150 Notes payable (note 6(o)) 2170 Accounts payable 2180 Accounts payable to related parties (note 7) 2200 Other payables (note 6(o)) 2300 Other current liabilities (notes 6(m) and (s)) Total current liabilities Non-Current liabilities: 2570 Deferred tax liabilities (note 6(p)) 2640 Net defined benefit liability, non-current (note 6(o)) Total non-current liabilities Total liabilities Equity (note 6(q)): 3110 Ordinary share 3300 Retained earnings: 3320 Special reserve 3350 Deficit yet to be compensated 3400 Other equity interest Total equity Total liabilities and equity |
December 31, | 2020 | December 31, |
|---|---|---|---|---|---|
| Amount | % | Amount | |||
1,223,804 20 1,345,106 26 |
|||||
1,854,780 31 |
|||||
265,888 4 265,313 5 - - 7,662 - |
|||||
2,858,271 47 98 - 1,027,148 17 228,840 4 52,008 1 12,788 - 7 - 4,471 - |
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265,888 4 272,975 5 |
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1,489,692 24 1,618,081 31 |
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3,596,222 60 3,596,222 68 |
|||||
652,495 11 652,495 12 (101,952) (2) (188,132) (4) |
|||||
550,543 9 464,363 8 |
|||||
4,183,631 69 |
|||||
401,954 7 (383,014) (7) |
|||||
4,548,719 76 3,677,571 69 |
|||||
| $ 6,038,411 100 |
|||||
$ 6,038,411 100 5,295,652 100 |
|||||
See accompanying notes to financial statements.
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(English Translation of Financial Statements Originally Issued in Chinese) FIRST COPPER TECHNOLOGY CO., LTD. Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings per share)
| 4100 Operating revenues (notes 6(s) and 7) 5000 Operating costs (notes 6(f), (o), (t),7 and 12) 5900 Gross loss 6000 Operating expenses (notes 6(o), (t), 7 and 12) 6900 Operating loss 7000 Non-operating income and expenses (notes 6(n) and (u)): 7100 Interest income 7010 Other income 7020 Other gains and losses, net 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for using equity method, net (note 6(g)) 7900 Profit (loss) before income tax 7950 Less: Income tax expenses (benefit) (note 6(p)) 8200 Profit (loss) 8300 Other comprehensive income (loss): 8310 Item that may not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (note 6(q)) 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (note 6(p)) 8300 Other comprehensive income (after tax) 8500 Comprehensive income Earnings per share (note 6(r)): 9750 Basic earnings per share (in New Taiwan Dollars) 9850 Diluted earnings per share (in New Taiwan Dollars) |
2020 | % 100 101 |
2019 | % 100 104 |
|---|---|---|---|---|
| Amount $ 2,260,596 2,281,757 |
Amount 2,544,943 2,636,550 |
|||
(21,161) 54,742 |
(1) 2 |
(91,607) 53,538 |
(4) 2 |
|
(75,903) |
(3) | (145,145) |
(6) | |
32 158,298 6,382 (7,771) 1 |
- 7 - - - |
74 18,608 34,770 (8,123) 4 |
- 1 1 - - |
|
| 156,942 |
7 | 45,333 | 2 | |
81,039 1,829 |
4 - |
(99,812) (470) |
(4) - |
|
79,210 |
4 | (99,342) |
(4) | |
8,712 784,968 1,742 |
- 35 - |
(4,915) 155,771 - |
- 6 - |
|
791,938 |
35 | 150,856 | 6 | |
791,938 |
35 | 150,856 |
6 | |
$ 871,148 |
39 | 51,514 |
2 | |
$ |
0.22 | (0.28) | ||
| $ | 0.22 | (0.28) |
See accompanying notes to financial statements.
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(English Translation of Financial Statements Originally Issued in Chinese) FIRST COPPER TECHNOLOGY CO., LTD. Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2019 Loss for the year ended December 31,2019 Other comprehensive income for the year ended December 31,2019 Total comprehensive income for the year ended December 31,2019 Balance at December 31, 2019 Profit for the year ended December 31,2020 Other comprehensive income for the year ended December 31,2020 Total comprehensive income for the year ended December 31,2020 Balance at December 31, 2020 |
Ordinaryshares | Retained earnings |
|---|---|---|
| Special reserve Deficit yet to be compensated |
See accompanying notes to financial statements.
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(English Translation of Financial Statements Originally Issued in Chinese)
FIRST COPPER TECHNOLOGY CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Profit (loss) before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Net loss on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plant and equipment Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Net changes in operating assets: Decrease in notes receivable Decrease (increase) in accounts receivable Increase in accounts receivable from related parties Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in other current assets Net changes in operating assets Net changes in operating liabilities: Decrease in notes payable Increase (decrease) in accounts payable Increase in accounts payable to related parties Increase (decrease) in other payable Increase (decrease) in other current liabilities Decrease in net defined benefit liability Net changes in operating liabilities Net changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Net cash flows from operating activities Cash flows used in investing activities: Proceeds from capital reduction of equity instrument at fair value through other comprehensive income Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase (decrease) in refundable deposits Increase in prepayments for equipment Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase (decrease) in short-term borrowings Increase in short-term notes and bills payable Increase (decrease) in guarantee deposits received Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020$81,039 |
2019(99,812)62,513(42,054)8,123(74)(5,011)(4)2423,5173,70967,567(100)(208)125,9017,969204,838(687)(41,589)717(1,723)(6,198)(14,756)(64,236)140,602164,11964,307745,011(2,700)66,692-(67,639)--(64,580)(132,219)51,50694,486810146,80281,275293,458374,733 |
|---|---|---|
64,851(9,944)7,771(32)(143,653)(1)(394) |
||
(81,402) |
||
84(22,442)(371)1,597(67,221)(63,892) |
||
(152,245) |
||
(207)8,8065,5375,6039,582(3,421) |
||
25,900 |
||
(126,345) |
||
(207,747) |
||
(126,708)28143,653(2,338) |
||
14,635 |
||
5,180(161,496)394(1)- |
||
(155,923) |
||
(249,658)94,482(1,080) |
||
(156,256) |
||
(297,544)374,733 |
||
$77,189 |
See accompanying notes to financial statements.
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First Copper Technology Co., Ltd. Earnings Distribution Table
2020
| 2020 | |
|---|---|
| Unit: NTD | |
| Deficit to be compensated at the beginning of the period | (188,131,992) |
| Add (Less): | |
| Changes in the current period to | |
| re-measurement of defined benefit plan | 6,970,357 |
| 2020 after-tax net profit | 79,209,636 |
| Reversals ofspecial reserve | 389,649,731 |
| Distributable surplus earnings | 287,697,732 |
| Less: | |
| Distribution item: | |
| Shareholder cash dividends | (287,697,732) |
| (359,622,165 sharesxNTD0.8) | |
| Undistributed surplus earnings, end of period | 0 |
Note: When cash dividends are paid to individual shareholders, if the remainder is less than one NT dollar, it shall be rounded off to the nearest NT dollar. Accordingly, the resulting difference will be adjusted according to the shareholder account number from front to back to match the total distribution amount in the earnings distribution table.
Chairman: Manager: Accounting Supervisor:
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Comparison Table of Amended Articles of the " Rules for Election of Directors" of First Copper Technology Co., Ltd.
| Article | Original article | Article after amendment | Reason for amendment |
|---|---|---|---|
| Article 2 | In the election of directors of the Company (including independent directors), each share has the same voting rights as the number of persons to be elected. One person may be elected collectively, or votes may be distributed among a number of people. Independent directors and non- independent directors are to be elected together, and the number of elected positions shall be calculated separately. |
In the election of directors of the Company (including independent directors), each share has the same voting rights as the number of persons to be elected. One person may be elected collectively, or votes may be distributed among a number of people. Independent directors and non- independent directors are to be elected together, and the number of elected positions shall be calculated separately. In accordance with the Articles of Association of the Company, the candidate nomination system is adopted for the election of directors, and the directors are selected by the shareholders from the list of candidates. |
The amendments are made in line with the announcemen t of the Financial Supervisory Commission concerning the comprehensiv e adoption of the candidate nomination system for the election of directors. |
| Article 6 | If a selected candidate is a shareholder, the voting individual must fill in the name of the selected candidate in the "selected candidate" column of the ballot as well as shareholder account number. If not a shareholder, the name of the selected candidate must be filled in as well as his or her ID number. However, when an institutional shareholder is a selected candidate, the selected candidate account of the ballot should be filled in with the name of the institutional shareholder, and the name of the institutional shareholder and its representative may also be filled in. If there are several representatives, the names of the representatives should be added separately. |
The elector shall fill in the relevant information according to the list of candidates in the procedure handbook of |
|
the shareholders'meeting, and only one candidate shall be filled on each ballot. If a selected candidate is a shareholder, the voting individual must fill in the name of the selected candidate in the "selected candidate" column of the ballot as well as shareholder account number. If not a shareholder, the name of the selected candidate must be filled in as well as his or her ID number. However, when an institutional shareholder is a selected candidate, the selected candidate account of the ballot should be filled in with the name of the institutional shareholder, and the name |
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| Article | Original article | Original article | Article after amendment | Reason for amendment |
|---|---|---|---|---|
| of the institutional shareholder and its representative may also be filled in. If there are several representatives, the names of the representatives should be added separately. |
||||
| Article 7 | A ballot will be considered invalid under one the following circumstances: (I) Usage of ballots other than those prepared by the Company. (II) Where blank ballots are placed in the ballot box. (III) Where handwriting is illegible or has been altered. (IV) Where a selected candidateis a shareholder and his or her account number does not match the shareholder register; or where a selected candidate is not a shareholder of the company and his or her name and ID card number do not match. (V) ~(VI)omitted |
A ballot will be considered invalid under one the following circumstances: (I) Usage of ballots other than those prepared by the Company. (II) Where blank ballots are placed in the ballot box. (III) Where handwriting is illegible or has been altered. (IV) The candidate filled inis not a nominated candidate or is inconsistent with the relevant information of the nominated candidate. (V) ~(VI)omitted |
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or her name and ID card number do not match. ~(VI)omitted |
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First Copper Technology Co., Ltd. List of candidates for directors (including independent directors)
| Category | Account number or identity document number |
Account name or name |
Major academic degree and work experience |
Current position | Number of shares held (Percentage of shareholding) |
|---|---|---|---|---|---|
| Director | 000024 | Hua Eng Wire & Cable Co., Ltd. Representative: Liu Chung-Jen |
Education: Business management, Columbia College, USA Work experience: Same as currentposition. |
Chairman of Hua Eng Wire & Cable Co., Ltd. Chairman of First Copper Technology Co., Ltd. Chairman, Hua Ho Engineering Co., Ltd. Chairman,Taiwan Times Co.,Ltd. |
141,818,196 shares (39.44%) |
| Director | 000024 | Hua Eng Wire & Cable Co., Ltd. Representative: Wang Hong-Ren |
Education: MBA, Lindenwood College, USA Work experience: Director, First Copper Technology Co., Ltd. Chairman,Taiwan Times Co.,Ltd. |
Director, First Copper Technology Co., Ltd. |
141,818,196 shares (39.44%) |
| Director | 000024 | Hua Eng Wire & Cable Co., Ltd. Representative: Wang Feng-Chuan |
Education: Meihe Nursing College Work experience: Same as current position. |
Director, First Copper Technology Co., Ltd. Supervisor of Huahong investment Co., Ltd. Supervisor of Media Co.,Ltd. |
141,818,196 shares (39.44%) |
| Director | 000024 | Hua Eng Wire & Cable Co., Ltd. Representative: Lin Min-Shiang |
Education: Department of Commerce, Kaohsiung Vocational College Grade B financial administrative staff |
Director and Vice President of Hua Eng Wire & Cable Co., Ltd. Director, First Copper Technology Co., Ltd. Director, China Ecotek Corporation |
141,818,196 shares (39.44%) |
19
| Category | Account number or identity document number |
Account name or name |
Major academic degree and work experience |
Current position | Number of shares held (Percentage of shareholding) |
|---|---|---|---|---|---|
| qualification, Examination Yuan Work experience: Same as current position. |
Director, Wafer Works Corporation Director, Asia Pacific Telecom Co., Ltd. Director, Co-Tech Development Corp. Director, Bionime Corporation Director, Pixon Technologies Corporation Director, Savior Lifetec Corporation Director, Chung-Tai Technology Development Engineering Corporation Director, Taiwan Times Co., Ltd. Supervisor, Hua Ho Engineering Co., Ltd. |
||||
| Independent Director |
M1001* | Hu Lee-ren | Education: Department of Accounting, School of Business, National Chengchi University Work experience: Independent Director, First Copper Technology Co., Ltd. Member of the Audit Committee and convener of the Compensation Committee of First Copper Technology Co., Ltd. Chairman of Gains Investment Corp. President of Gains Investment Corp. Assistant Vice President of Finance, China Steel Corporation |
Independent Director, First Copper Technology Co., Ltd. Member and convener of the Audit Committee of First Copper Technology Co., Ltd. Member and convener of the Compensation Committee of First Copper Technology Co., Ltd. |
0 |
20
| Category | Account number or identity document number |
Account name or name |
Major academic degree and work experience |
Current position | Number of shares held (Percentage of shareholding) |
|---|---|---|---|---|---|
| Director of Development International Investment Co., Ltd. Director,Bionime Corporation |
|||||
| Independent Director |
E1017* | Huang Jen-Tsung | Education: PhD of Business Administration (major in Finance) from New York University Work experience: Independent Director, First Copper Technology Co., Ltd. Member of the Audit Committee and the Compensation Committee of First Copper Technology Co., Ltd. Associate Professor, Department of Financial Management, National Sun Yat- sen University Independent Director and member of Compensation Committee of Ample Electronic Technology Independent Director of MAYO Human Capital Inc. Supervisor of Ruipeng Technology Co., Ltd. |
Independent Director, First Copper Technology Co., Ltd. Member of the Audit Committee and the Compensation Committee of First Copper Technology Co., Ltd. Associate Professor, Department of Financial Management, National Sun Yat-sen University Independent Director and member of Compensation Committee of Ample Electronic Technology Independent Director of MAYO Human Capital Inc. Supervisor of Ruipeng Technology Co., Ltd. |
0 |
| Independent Director |
R1031* | Cheng Diao- Hsiang |
Education: Department of Business Management, National ChungHsingUniversity |
None | 0 |
21
| Category | Account number or identity document number |
Account name or name |
Major academic degree and work experience |
Current position | Number of shares held (Percentage of shareholding) |
|---|---|---|---|---|---|
| Work experience: Manager of Bank of Taiwan (Tainan Branch, Fengshan Branch, Gangshan Branch and Liujiading Branch) Chairman of Tainan Bank Association, Chairman of KaohsiungBank Association |
22
First Copper Technology Co., Ltd. Articles of Incorporation
Chapter I General Provisions
Article 1: Organized in accordance with the provisions of the Company Act, the Company is named First Copper Technology Co., Ltd.
Article 2: The Company's main businesses are as follows:
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I. Metal Industry Manufacturing Department:
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Manufacturing, processing, trade, and export of various types of copper product including copper bullion, copper alloy plates, copper foil, copper pipe, copper cable, electrolytic copper, and copper wire.
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Manufacturing, trade, and export of machinery in relation to the preceding paragraph.
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The dismantling of various scrapped vessels and the trading of scrap copper and iron.
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II. Electronics Industry Manufacturing Department:
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Manufacturing, trade, and export of copper foil for printed circuit boards, integrated circuits, and lead frames for various types of circuits.
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Manufacturing, trade, and export of copper-based electronic materials and raw materials.
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III. Steel Industry Manufacturing Department:
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Manufacturing, processing, trade, and export of various types of stainless steel plate, stainless steel pipes, and other stainless steel products.
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Manufacturing, trade, and export of various types of steel plate and other steel products.
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IV. Construction Department:
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Commission construction companies to build residential and commercial buildings for sale and lease.
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Furniture manufacturing and trade.
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House rental and sale introduction.
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Sale of food, tobacco, and alcohol.
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Acceptance of rezoning commissions. (with the exception of architectural commissions)
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Operation of parking lots and supermarkets.
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Design and construction of landscapes and gardens. (with the exceptions of construction and of architectural commissions)
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Manufacture and sale of ready-mixed concrete.
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Manufacture and sale of cement products.
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V. Trading and agency business for related imports and exports.
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VI. Pre-agent import and export trade of various products.
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VII.H703010 Factory Building Rental and Leasing.
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VIII.H703020 Warehouse Rental and Leasing.
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IX. H703030 Office Building Rental and Leasing.
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X. ZZ99999 All business items that not prohibited or restricted by law, except those that are subject to special approval.
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Article 2-1: The Company does not endorse guarantees and does not lend funds to others.
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Article 2-2: In coordination with its diversified operations, the Company makes reinvestments in various businesses. The total investment amount shall not exceed the total paid-in capital of the Company.
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Article 3: The Company is established in Kaohsiung City. Depending on the needs of the business, branch offices may set up domestically and overseas following resolution of the Board of Directors.
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Article 4: The Company's announcement method shall be handled in accordance with Article 28 of the Company Act.
Chapter II Shares
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Article 5: The total capital of the Company is set as NTD 3,596,221,650 divided into 359,622,165 shares at NTD 10 per share, issued in full.
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Article 6: The stock of the Company shall be divided into shares with amounts of 1 million shares, 100,000 shares, 10,000 shares, 1,000 shares, and a variable amount of shares, with each share having the same par value.
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Article 7: The Company’s stocks are all registered, signed or stamped at least three directors, and issued according to law after being stamped with the Company's official registration number.
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The company's shares may be exempt from being in the form of printed stocks, but the centralized securities custodial institution must be contacted for registration.
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Article 8: Shareholders should send their seal patterns to the company for recording so that they can be checked when receiving dividends, distributing dividends, and exercising shareholder rights.
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Article 9: Unless otherwise provided by laws and regulations, shareholders of the Company shall handle transfers of shares and other stock affairs, and it is understood that they shall do so in accordance with the Regulations Governing the Administration of Stock Affairs of Public Companies announced by the competent authority.
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Article 10: The loss or destruction of stocks held by shareholders shall be handled in accordance with the Regulations Governing the Administration of Stock Affairs of Public Companies announced by the competent authority.
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Article 11: Cases of shareholders who change their seals for any reason shall be handled in accordance with the Regulations Governing the Administration of Stock Affairs of Public Companies announced by the competent authority.
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Article 12: Shares cannot be transferred within 60 days before the regular shareholders meeting, 30 days before the extraordinary shareholders meeting, or within 5 days before the base date of the company's decision to distribute dividends and bonuses or other benefits.
Chapter III Shareholders’ Meeting
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Article 13: Shareholders’ meetings of the Company are divided into the following two types:
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I. A general meeting that is to be convened by the Board of Directors within six months after the end of each fiscal year.
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II. Interim shareholders’ meetings that shall be convened when necessary in accordance with the provisions of the Company Act.
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Article 14: When convening a General Meeting of Shareholders, all shareholders shall be notified 30 days in advance. When convening an interim shareholders’ meeting, all shareholders shall be notified 15 days in advance. For shareholders who hold fewer than one thousand shares, the notice of the meeting shall be made via an announcement.
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Article 15: If a shareholder cannot attend a shareholders' meeting for some reason, then, in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies announced by the competent authority, the shareholder may obtain a proxy issued by the Company that is signed or sealed with authorized scope and entrust an agent to attend.
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Article 16. Unless otherwise stipulated by the Company Act, a shareholders' meeting must be held with shareholders representing more than half of the total number of shares attending and with the approval of more than half of the voting rights of the shareholders present. When the number of shareholders present is fewer than number required in the preceding paragraph, it is understood that the relevant provisions of the Company Act shall be followed.
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Article 17: Shareholders of the Company have one vote per share; however, for those who are restricted or those without voting rights under Article 179 of the Company Act, this limitation shall not apply.
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Article 18: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.
Dissemination of the meeting minutes as mentioned in the preceding paragraph may be done via public announcement.
The meeting minutes shall record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results. The meeting minutes shall be retained forever during the existence of the Company.
The registration book of attending shareholders and proxy attendance forms shall be kept for at least one year.
- Article 19: The shareholders' meeting may review the forms and Audit Committee reports submitted by the Board of Directors and decide upon the distributions of profits and dividends.
Chapter IV Directors
Article 20: The Company shall have between 7 and 11 directors, whose election shall adopt a
25
candidate nomination system. They shall be elected by shareholders from the list of director candidates for a term of three years and may be re-elected. Among the directors of the Company, the number of independent directors shall not be less than three and shall not be less than one-fifth of the number of directors. Regarding independent directors' professional qualifications, shareholdings, restrictions on concurrent positions, determination of independence, method of nomination, and other matters to be complied with, they shall be handled in accordance with relevant regulations of the securities authority. For directors’ travel expenses and remuneration of the Chairman, their authorization is determined by the Board of Directors with reference to the standards of relevant peers and listed companies. Regardless of the profit and loss status of the Company, they shall be issued in accordance with general regulations. The Company may purchase liability insurance for directors’ legal liability for the scope of their business execution during their tenures. The total number of registered shares held by all directors shall not be less than the number required by the securities authority. Article 21: When organizing the Board of Directors, the Chairman of the Board shall be selected by a majority vote at a meeting attended by over two-thirds of the directors and approved by more than half of the directors present. The Chairman shall be elected to carry out all Company matters in accordance with the law, regulations, resolutions of shareholders' meeting, and resolutions of the Board of Directors. Article 22: When vacancies among directors reaches one-third, the Board of Directors shall convene a by-election at a shareholders' meeting within 60 days. Article 23: The Chairman of the Board shall be the presiding chair of the shareholders' meeting and of the Board of Directors, and shall represent the Company externally. If the Chairman asks to take leave or is unable to execute his authority for some reason, he or she may be represented by a director who is designated by the Chairman. If the Chairman does not designate such a representative, the directors will choose a representative from among themselves. Article 24: When necessary, the Board of Directors may be convened by the Chairman or his or her representative in accordance with the law. The notice of convening can be done by written notification, e-mail, or fax. Article 25: When the Board of Directors meets, the directors shall attend in person. However, they may be represented by other directors. Those who participate in the meeting by videoconference shall be regarded as attending in person. In case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. Article 26: Except where otherwise provided by the Company Act, the passage of a proposal at a Board of Directors meeting shall require the approval of a majority of the directors in
26
attendance at a Board of Directors meeting that is attended by a majority of all directors.
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Article 27: The following matters of the Company are subject to the approval or verification of the Board of Directors:
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I. Approval of each item of regulation.
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II. Preparation of the budget and final accounts.
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III. Profit distribution proposals.
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IV. Capital increase or decrease proposals.
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V. Appointment or dismissal of managers and consultants.
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VI. Buying and selling stocks of listed companies or reinvestment in stocks of unlisted companies.
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VII. Purchases equipment or disposal of assets in amounts of NTD 2 million or more.
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VIII. Purchases or transfers of know-how and patent rights or of technical cooperation contracts.
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IX. Appointment, dismissal, and remuneration of accountants.
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X. External borrowing.
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XI. Collateralization of Company property.
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XII. Engaging in derivative transactions.
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XIII. Annual audit planning.
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XIV. Dealer or agent business.
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XV. Sales to manufacturers on credit in amounts exceeding NTD 2 million.
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XVI. Operational planning for the Company.
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XVII. Annual financial reports and semi-annual financial reports. With the exception of semi-annual financial reports that are not required under relevant laws and regulations to be audited and attested by a certified public accountant (CPA).
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XVIII. Establishing or amending the internal control system.
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XIX. Formulating or amending procedures for the acquisition or disposal of assets and the processing of major financial business activities involving derivative transactions.
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XX. Raising, issuing or private placement of equity securities.
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XXI. Appointment and removal of financial, accounting or internal audit supervisors. XXII. Branch establishment or closure.
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XXIII. Implementation of resolutions of the shareholders' meeting and of the conferring of powers from the shareholders' meeting.
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XXIV. Other powers stipulated by laws and regulations and by the competent authority.
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Article 28: The Company has established an Audit Committee in accordance with the provisions of the Securities and Exchange Act. The provisions of the Company Act, Securities and Exchange Act, and other laws governing supervisors shall be applied mutatis mutandis to the Audit Committee.
The Audit Committee shall be composed entirely of independent directors, and its
exercise of powers and related matters shall be handled in accordance with relevant laws
27
and regulations of the securities authority.
Article 29: Deleted.
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Article 30: Deleted.
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Article 31: Deleted.
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Article 32: Deleted.
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Article 33: The Company may set up various committees according to business needs. In selecting committee members, they shall be appointed by the Chairman after their submission to the Board of Directors for approval.
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Article 33-1: If a director engages in business competition with the company, this shall be explained to the shareholders' meeting and its permission obtained in accordance with Article 209, Paragraph 1 of the Company Act.
Chapter V Staff
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Article 34: The Company shall have a General Manager who upholds the resolutions of the Board of Directors and comprehensively manages all of the Company's business. He or she shall be assisted by a number of deputy general managers, while a number of managers will also be set up in charge of each business within the Company; and their appointment and dismissal shall be carried out in accordance with the Company Act.
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In response to its business needs, the Company may hire a number of individuals in technical, legal, accounting, and other consulting areas.
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Article 35: The appointment, dismissal, and remuneration of supervisors of the Company at the managerial level and above is subject to the approval of the Board of Directors. The above-mentioned managers shall not concurrently serve as managers of other profitmaking businesses, or operate similar businesses for themselves or for others, except for those approved by the Board of Directors in accordance with the law.
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Article 36: The staffing of the Company is determined separately by the Board of Directors.
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Article 37: The working rules of the Company shall be separately formulated by the Board of Directors.
Chapter VI: Accounting
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Article 38: The Company uses December 31 of each year as its final settlement date. After final accounts are drawn for each period, the Board of Directors shall prepare the following list and submit it to the General Meeting of Shareholders for acknowledgment in accordance with the law.
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I. Business Report.
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II. Financial Statements.
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III. Proposals concerning profit distributions or covering of losses.
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Article 39: If the Company makes a profit during the year, it shall allocate no less than 3% for employee remuneration and no more than 2% for director remuneration. However, when the Company has accumulated losses, the reserves for covering the losses shall be retained
28
in advance.
- Article 40: If there is a profit in the Company’s annual final accounts, it shall first pay taxes to make up for the accumulated losses. A 10% withdrawal is the legal reserve, but this is not the limit when the legal reserve has reached the Company’s paid-in capital. In addition, a special reserve may be allocated or transferred depending on the Company's operating needs and legal requirements. If there is a profit as well as undistributed surplus earnings at the beginning of the same period, the Board of Directors shall draft a profit distribution proposal and submit it to the shareholders' meeting for resolution.
Amid a still-growing business environment, the Company shall master the economic environment to seek sustainable operations and long-term development. Dividend policy will focus on the principle of stability. When the Board of Directors submits a profit distribution proposal, it shall consider future profitability and plans for working capital and may reserve a portion of profits at its discretion. Profit distributions shall account for 50% or more of distributable earnings; out of this, cash dividends shall not be less than 10% of the total dividend distribution for a given year.
- Article 41: The distribution of company dividends and bonuses is to be based on the proportion of shares held by each shareholder.
Chapter VII: Supplementary Provisions
Article 42: Deleted.
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Article 43: Matters not covered in these Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.
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Article 44: This charter was established on July 8, 1969. The first amendment was on January 31, 1971. The second amendment was on July 15, 1972. The third amendment was on October 11, 1975. The fourth amendment was on April 20, 1978. The fifth amendment was on September 21, 1981. The sixth amendment was on April 20, 1982. October 12, 1982. The ninth amendment was on June 10, 1984. The tenth amendment was on September 12, 1984. The eleventh amendment was on November 15, 1984. The twelfth amendment was on April 20, 1986. The thirteenth amendment was on September 21, 1986. The fourteenth amendment was on April 13, 1987. The fifteenth amendment was on August 26, 1988. The sixteenth amendment was on February 20, 1989. The seventeenth amendment was on September 4, 1989. The eighteenth amendment was on May 21, 1990. The nineteenth amendment was on June 17, 1991. The twentieth amendment was on May 26, 1992. The twenty-first amendment was on May 25, 1993. The twenty-second amendment was on May 24, 1994. The twenty-third amendment was on June 20, 1995. The twenty-fourth amendment was on June 26, 1996. The twenty-fifth amendment was on June 19, 1997. The twenty-sixth amendment was on May 27, 1998. The twenty-seventh amendment was on June 15, 1999. The twenty-eighth amendment was on June 20, 2000. The twenty-ninth amendment was on June 27, 2001. The thirtieth amendment was on June 26, 2002. The thirty-first amendment was on June 23, 2003. The thirty-second amendment was on June 21, 2007. The thirty-third amendment was on June 13, 2008. The thirtyfourth amendment was on June 14, 2010. The thirty-fifth amendment was on June 12,
29
- The thirty-sixth amendment was on June 19, 2014. The thirty-seventh amendment was on June 23, 2016. The thirty-eighth amendment was on June 29, 2017. The thirtyninth amendment was on June 28, 2018. The fortieth amendment was on June 11, 2020.
30
First Copper Technology Co., Ltd. Procedures for Election of Directors
Amended at the shareholders’ meeting of June 28, 2018 Amended at the shareholders’ meeting of June 24, 2021
| Article 1: Article 2: Article 3: Article 4: Article 5: Article 6: Article 7: |
Except as otherwise provided by law and regulation or by this Corporation's Articles of Incorporation, the election of directors of the Company shall be conducted in accordance with these Procedures. In the election of directors of the Company (including independent directors), each share has the same voting rights as the number of persons to be elected. One person may be elected collectively, or votes may be distributed among a number of people. Independent directors and non-independent directors are to be elected together, and the number of elected positions shall be calculated separately. In accordance with the Articles of Association of the Company, the candidate nomination system is adopted for the election of directors, and the directors are selected by the shareholders from the list of candidates. The board of directors shall prepare an election ballot equal to the number of directors to be elected, fill in the number of voting rights and shareholder account number, and distribute to shareholders attending shareholders’ meeting. The voter's name can be represented by the shareholder account number printed on the election ballot. The election of directors of the Company is based on the number of positions agreed by the Board of Directors in accordance with the Company's Articles of Incorporation, and the right to vote for independent directors and non-independent directors is calculated separately. Those with more voting rights represented by the votes obtained are elected in turn. If two or more people have the same weight and exceed the prescribed quota, lots shall be drawn by those with the same number of weights. For those not attending, their lots shall be drawn by the presiding chair. Before the start of an election, the chair shall appoint a number of monitoring and counting personnel to perform various related tasks. The elector shall fill in the relevant information according to the list of candidates in the procedure handbook of the shareholders'meeting, and only one candidate shall be filled on each ballot. If a selected candidate is a shareholder, the voting individual must fill in the name of the selected candidate in the "selected candidate" column of the ballot as well as shareholder account number. If not a shareholder, the name of the selected candidate must be filled in as well as his or her ID number. However, when an institutional shareholder is a selected candidate, the selected candidate account of the ballot should be filled in with the name of the institutional shareholder, and the name of the institutional shareholder and its representative may also be filled in. If there are several representatives, the names of the representatives should be added separately. A ballot will be considered invalid under one the following circumstances: (I) Usage of ballots other than those prepared by the Company. |
|---|---|
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(II) Where blank ballots are placed in the ballot box.
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(III) Where handwriting is illegible or has been altered.
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(IV) The candidate filled in is not a nominated candidate or is inconsistent with the relevant information of the nominated candidate.
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(V) Where other wording is included in addition to the account name (name) or shareholder account number (identity card number) of the selected candidate.
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(VI) Where the name of the selected candidate is the same as that of other shareholders but the shareholder account number or ID number is not filled in for identification.
31
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Article 8: The ballot will be issued on the spot after the voting is completed. When there is a questionable ballot, monitoring personnel shall first verify whether it is an invalid ballot. Invalid ballots should be attested and signed by the monitoring personnel.
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Article 9: After the balloting is completed, the results of the balloting shall be made into the voting rights report form, which shall be signed and sealed by monitoring personnel and reported to the presiding chair.
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Article 10: The result of the balloting shall be announced by the presiding chair on the spot, or by a master of ceremonies appointed by the presiding chair. The announcement shall include including the list of elected candidates and the number of voting rights they received.
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Article 11: After counting, the ballots shall be sealed and signed by the monitoring personnel and then properly kept for at least one year. However, if a shareholder institutes legal proceedings in accordance with Article 189 of the Company Act, the relevant audio or video recordings shall be retained until the legal proceedings are concluded.
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Article 12: After election, a duly elected director shall submit an original copy of his or her consent form to the Company.
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Article 13: Matters not stipulated in these Procedures shall in all cases be handled in accordance with the Company Act and relevant laws and regulations.
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Article 14: These Procedures will be implemented after approval by the General Meeting of Shareholders; the same applies to amendments.
32
First Copper Technology Co., Ltd. Rules of Procedure for Shareholders Meetings
Adopted at the interim meeting of shareholders held on August 26, 1988 Amended at the shareholders’ meeting held on June 15, 1999 Amended at the shareholders’ meeting held on June 26, 2002 Amended at the shareholders’ meeting on June 23, 2016
-
I.
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Shareholders’ meetings of the Company shall comply with these Rules of Procedure.
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II. In these Rules of Procedure, "shareholders" refer to the shareholders themselves, representatives of institutional shareholders, and proxies entrusted by shareholders to attend in accordance with the law. "Shareholders' meeting" refers to the General Meeting of Shareholders as well as interim meetings of shareholders.
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III. Attending shareholders shall be requested to hand in their sign-in cards when signing in to attend the shareholders' meeting. The number of attending shares is calculated based on the handed in sign-in cards plus the number of shares exercised in writing or electronically. However, those who exercise voting rights electronically and attend the shareholders’ meeting in person shall not be double counted in calculating the number of shares present. Attendance and voting at a shareholders meeting shall be calculated based on the number of shares.
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IV. Shareholders or authorized proxies are to attend the shareholders’ meeting. When the Company deems it necessary, it may check supporting documents sufficient to prove the identity of an attendee.
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V. When a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the presiding chair, the Chairman shall appoint one of the directors to act as presiding chair. Where the Chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as presiding chair.
When the shareholders' meeting is convened by a convening party other than the Board of Directors, the convener shall be the presiding chair. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
- VI. The Company may appoint the designated counsel, CPAs, or other related persons to attend the meeting.
Staff handling the administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
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VII. The Company shall record or videotape the entire proceedings of the shareholders' meeting and keep it for at least one year.
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VIII. When the meeting time has arrived, the presiding chair shall immediately announce the
33
meeting. However, shareholders are not present representing more than half of the total issued shares, the presiding chair may announce a postponement of the meeting. The number of postponements is limited to two, and the total postponement time shall not exceed one hour. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act.
By the end of such meeting, if number of shares represented by the attending shareholders has already constituted more than one half of the outstanding shares, the presiding chair may put the tentative resolution to the vote at the general meeting again in accordance with Article 174 of Taiwan’s Company Act.
IX. When the shareholders' meeting is convened by the Board of Directors, its agenda shall be set by the Board of Directors. The meeting shall be conducted according to the scheduled agenda, and shall not be changed without the resolution of the shareholders' meeting.
When the shareholders' meeting is convened by a convening party other than the Board of Directors, the provisions of the preceding paragraph shall apply.
The agenda set out in the previous two items shall not be declared adjourned by the presiding chair without a resolution before the proceedings are over (including provisional motions). However, if the presiding chair announces the adjournment of the meeting in violation of the rules of procedure, then with the approval of more than half of the voting rights of shareholders present, one person may be elected as presiding chair to continue the meeting.
X.
Before speaking, an attending shareholder must specify on a speaker’s slip his/her shareholder account number, name, and main points of the intended speech. The order in which shareholders speak will be set by the presiding chair.
A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the contents of the speech do not correspond to the subject given on the speaker’s slip, the content of the speech shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violations.
XI. Unless otherwise permitted by the chairman, each shareholder shall not speak more than twice concerning the same item, and each speech shall not last more than 5 minutes.
XII. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
XIII. After an attending shareholder has spoken, the presiding chair may respond in person or direct
34
relevant personnel to make response.
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XIV. When the presiding chair is of the opinion that a proposal has been discussed sufficiently for voting to proceed, the presiding chair may announce the closure of the discussion and call for a vote.
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XV. Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of voting, if the presiding chair undertakes a consultation and there is no objection, then the measure shall be deemed as passed and its effect shall be the same as that of voting.
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XVI. When a proposal is voted on by ballot, the examiners and counting staff of votes on motions shall be appointed by the presiding chair, but the examiners should have shareholder status. Voting results shall be made known on-site immediately and recorded in writing.
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XVII. During the meeting, the presiding chair may declare a break at his or her discretion.
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XVIII. When there is an amendment or alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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XIX. The presiding chair may direct proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel are present to assist in maintaining order, they shall bear an identification card or armband showing the word “Proctor.”
-
If a shareholder violates the Rules of Procedure and does not obey the presiding chair's instructions to correct his or her behavior, hindering the progress of the meeting and failing to comply, the presiding chair may direct the proctors or security personnel to ask him or her to leave the meeting place.
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XX. Matters not specified in these Rules of Procedure shall be handled in accordance with the Company Act, the Company's Articles of Incorporation, and other relevant laws and regulations.
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XXI. These Rules of Procedure shall be implemented after being approved by the shareholders meeting. The same shall hold true of amendments.
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First Copper Technology Co., Ltd.
The number of shares held by directors individually and collectively as recorded in the shareholder register as of the closing date of the shareholders’ meeting:
| Title | Name | Appointment date |
Term of office |
April 26, 2021 | April 26, 2021 |
|---|---|---|---|---|---|
| Number of shares |
Percentage of shareholding |
||||
| Chairman | Hua Eng Wire & Cable Co., Ltd. Representative: Liu Chung-Jen |
2018.06.28 | Three years | 141,831,792 |
39.44% |
| Director | Hua Eng Wire & Cable Co., Ltd. Representative: WangFeng-Chuan |
〞 |
〞 | ||
| 〞 | Hua Eng Wire & Cable Co., Ltd. Representative: Lin Min-Shiang |
〞 | 〞 | ||
| 〞 | Hua Eng Wire & Cable Co., Ltd. Representative: WangHong-Ren |
2020.06.11 | To 2021.06.27 |
||
| Independent Director |
Hu Lee-Ren | 2018.06.28 | Three years | 0 |
0% |
| 〞 | Cheng Kun-Fa | 〞 | 〞 | 0 | 0% |
〞 |
Huang Jen-Tsung | 〞 | 〞 | 0 | 0% |
| Total number of shares held by all directors | 141,831,792 | 39.44% |
Explanation:
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The Company's paid-in capital is NTD 3,596,221,650 (359,622,165 shares).
-
In accordance with Article 26 of the Securities and Exchange Act and with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the legal minimum number of shares that all directors should hold is 14,384,886 shares.
-
The Company has set up an Audit Committee, so there is no applicability regarding number of shares that should be held by supervisors.
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