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LTC AGM Information 2018

Jul 5, 2018

51997_rns_2018-07-05_ea755f15-cfe2-4616-b78f-83a9aba6c1b7.pdf

AGM Information

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(Summary Translation– In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Notice for the Annual General Shareholders Meeting of Lite-on Technology Corp. for 2018

  1. Our shareholders are hereby invited to attend the 2018 Annual General Shareholders Meeting to be held at 9:00 am (Sign-in begins at 8:00am) on June 22, 2018 (Friday) at #1/F, 392 Ruey Kuang Road. Neihu, Taipei (Liteon Technology Building International Convention Center). Meeting agenda is as follows

  2. I. Reports on Company Affairs i. 2017 Business Report. ii. Audit Committee’s Review Report on 2017 Financial Statements. iii. Employees and Directors compensation for 2017. Iv. Amendment to “Management of Operation of Board Meeting”.

  3. II. Proposals and Discussions i. Adoption of 2017 Financial Statements. ii. Adoption of the Proposal for Appropriation of 2017 Earnings. iii. Adoption of the Proposal for Cash Distribution from Capital Surplus. iv. Amendment to “Articles of Incorporation”. v. Amendment to “Rules Governing the Election of Directors”. vi. Discussion of Release of Directors from Non-Competition Restrictions. vii. Discussion of Surrender to Subscribe for All or Partial Cash Capital Increase of Existing Spin-off Subsidiary “Skyla Corporation”. III. Provisional Motions.

  4. In order to comply with the Article 209 of Company Act, it is proposed to release the non-competition restrictions on directors and independent directors with the premise that directors do not have conflicts of the Company’s interests. The detail of release of directors 。

from non-competition restrictions, please refer to the meeting agenda

  1. In accordance with Article 165 of the Company Act, registration for stock transfer will be temporarily suspended from April 24, 2018 to June 22, 2018.

  2. The BOD’s resolved that the dividends per share for 2017 are as follows: Cash dividend NT$ 2.92 (cash dividend from retained earnings at NT$ 0.41 per share, and cash distribution from capital surplus at NT$2.51 per share). The cash payment date is to be determined after Shareholder Meeting. In the event of repurchase of the Company’s shares, transfer, conversion, and annulment of treasury stocks, and exercise of employees’ stock options leading to a change in the number of outstanding shares and a consequent change in dividend yield, it is proposed that the Board of Directors be authorized to duly adjust cash payout rates.

  3. Shareholders intending to attend in person are required to sign or seal on the Notice of Attendance and present it at Annual General Shareholders Meeting. Shareholder wishing to be represented by a proxy should fill out the proxy form and mail the proxy form along with the meeting notice to the Company’s Stock Affairs Division at least five days prior to the Meeting. The Company’s Stock Affairs Division will subsequently mail out Meeting notice to the proxy. Shareholders or proxy attending Annual General Shareholders Meeting shall bring

identification card for verification purposes.

To protect your interest, please send us your seal specimen along with the copy of your ID card.

  1. In case of a public solicitation of proxies for this Annual General Shareholders Meeting, the Company will provide relevant information on the website of Securities & Futures Institute (http://free.sfib.org.tw) on May 22, 2018. If a shareholder wishes to inquire about the detail of solicitation, please follow the instructions there (Liteon ticker # 2301).

  2. Shareholders may elect to cast their votes electronically from May 23, 2018 (Wednesday) to June 19, 2018 (Tuesday) by accessing the internet voting service at www.stockvote.com.tw and follow the instructions there.

  3. In the event of a proposal subject to a vote in this Annual General Shareholders Meeting, the Company’s Stock Affairs Division will act as the party for counting and verifying proxies.

Guidelines for Use of the Proxy Form

  1. Shareholders attending the meeting in person should not appoint another person to act as a proxy to exercise voting rights. Shareholders will be deemed as attending in person if both the proxy form and notice of attendance are signed or sealed, but will be deemed as attending by proxy if the proxy forms are presented by solicitors or proxy.

  2. Please only fill out either Form 1 or Form 2 of the proxy form. Proxy with both forms will be deemed as discretionary proxy.

  3. Before accepting a third party's solicitation of a proxy form, a shareholder shall request the solicitor to provide written proxy solicitation and the contents of the advertisements, or refer to the proxy solicitation and advertisements compiled by the Company to duly understand the background of the solicitor and the candidates whom he intends to vote for solicitor's opinions on various proposals at the shareholders meeting.

  4. Proxy who is not a shareholder is required to fill in the ID number or Company Tax ID in the shareholder number column.

  5. Solicitors who are trustee companies or stock agents are required to provide their company Tax ID in the shareholder number column.

  6. A written cancellation of the proxy should be received two days prior to the meeting or the proxy will be deemed to exercise voting rights.

  7. Proposals and discussions are listed on the proxy in accordance with “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”

  8. The principal shall fill out the name of the solicitor or the proxy on the proxy form. However, in the case that a trustee or stock agent is appointed to act as a solicitor, and the stock agent is appointed to act as the proxy, a seal may be used instead

  9. In case of a violation of the Guidelines for Use of the Proxy Form, the votes shall not count.

  10. Any issues not covered by abovementioned guidelines are governed by the Company Act

and “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.

Within the scope of stock affairs, the Company shall provide your personal information that is collected directly or indirectly (Note) to a third party who assists with the Company’s stock affairs via written or electronic documents or other means. You might request to inquire about, review, acquire a copy of, provide supplement to, modify, delete or stop the Company from collecting, processing or using your personal information. If you do not wish to provide the Company with your personal information, the Company might not be able to provide the services you might need.

Note: Types of personal information: C001 Information that can be used to identify a person, C002 Information on such person’s accounts with financial institutions, C003 Government data, C011 General information of a person, C021 Family such as marital status and spouse, C023 Other family members

Proxy Form Proxy Form Principal (Shareholder) Principal (Shareholder) No. Sign or Seal
Form 1□
1. I hereby
appoint _
(the name must
be written
personally by the
Principal, and
cannot use
stamps) as proxy
to attend the
company’s annual
general meeting
held on June 22,
2018. The proxy
shall exercise my
rights as a
shareholder to
the following
motions in the
specified manner.
2. Please mail
your attendance
pass to the proxy
(or include the
proxy in your
attendance
record). This
Proxy Attendance
Form stays valid
even if the
meeting is
postponed (but
limited to this
session only).
To: Liteon
Technology
Corporation
Date of
Authorization:
Agree□Oppose□Abstain□
Agree□Oppose□Abstain□
Agree□Oppose□Abstain□
Agree□Oppose□Abstain□
Agree□Oppose□Abstain□
Agree□Oppose□Abstain□
Agree□Oppose□Abstain□
To Lite-On Technolgy Corp.
Date of authoriztion :
(1). Exercise shareholder’s equity matters on my behalf
according to the agenda of the shareholders meeting
(Discretionary)
(2). Exercise the rights and proxy opinions on my behalf on
the following motions. The following motions without any box
() ticked will be deemed as an admission or consent indicated.
III. The shareholder’s proxy may respond to any special motions
raised during the meeting at the proxy’s sole discretion.
3.Adoption of the Proposal for Cash Distribution from Capital
Surplus
II. If the shareholders have not ticked any of the boxes ()
referred to above to indicate the scope of proxy or have more
than one box () ticked, it shall be deemed as a discretionary
proxy. The Agent for Stock Affairs Section commissioned may
not be a discretionary proxy. The agents should exercise the
rights of the shareholders in accordance with the scope of proxy
referred to above (2).
IV. Please mail your attendance pass to the proxy (or include the
proxy in your attendance record). This Proxy Attendance Form
stays valid even if the meeting is postponed (but limited to this
session only).
6. Discussion of Release of Directors from Non-Competition
Restrictions
7. Discussion of Surrender to Subscribe for All or Partial Cash
Capital Increase of Existing Spin-off Subsidiary “Skyla
Form 2□
I. I hereby appoint _ (the name must be written
personally by the Principal, and cannot use stamps) as proxy to
attend the company’s annual general meeting held on June 22,
2018. The proxy shall exercise my rights as a shareholder to the
following motions in the specified manner.
2. Adoption of the Proposal for Appropriation of 2017 Earnings
4. Amendment to “Articles of Incorporation”
1. Adoption of 2017 Financial Statements
5. Amendment to “Rules Governing the Election of Directors”
1. Prohibit
the
purchase of
the proxy
with cash
paid or other
benefits
delivered.
2. For any
illegal
acquisition
or use of the
proxy
identified,
please report
it to Taiwan
Depository
& Clearing
Corp. with
the specific
supporting
documents
enclosed and
a reward of
NT$50,000
will be
awarded
once the
offense is
verified.
Reporting
hotline:
(02)
25473733
Shareholder # Shares
held
Name
Solicitor Sign or Seal
Account #

Name
Proxy Sign or Seal
Account #
ID# or
Uniform
number
Address

Notice of Attendance

Liteon Technology Corpoation Annual General Meeting

Date & Time : June 22, Friday, 2018, 9:00AM (Sign-in Begins at 8:00AM)

Venue : #392, 1/F, Ruey Kuang Road, Neihu, Taipei(Liteon Technology Building International Convention Center)

I, as the shareholder, will attend in person the Annual General Shareholders Meeting to be held on June 22, 2018 (Friday), and please deliver the Attendance Card to me. Shareholder number : Sign or Seal Shareholder Name : Shareholding : Agent or legal representative : Address of Agent

If the shareholder intends to attend in person, please complete this form and do not complete the proxy form on the back.

Liteon Technology Corpoation Seal Specimen Shareholder Name : Legal Guardian of Shareholder under Age 18: ID Number or Uniform Number : Permanence Address : Current Address : Shareholder Number : Date started : Date of Brith : Telephone :