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MEILOON — AGM Information 2024
Aug 22, 2024
52111_rns_2024-08-22_6519224c-a9d4-485a-9a61-27b49c631951.pdf
AGM Information
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Meiloon Industrial Co., Ltd.
Minutes for the 2024 Annual Meeting of Shareholders
Time: June 27, 2024,Thursday 9:00 a.m. Place: No. 300, Sec. 1, Zhuangjing Rd., Taoyuan Dist., Taoyuan City (Monarch Plaza Hotel)
Conducted by: Physical shareholders meeting
Number of shares: The total number of shares represented by shareholders and proxy representatives present is 123,488,413 shares, accounting for 77.87% of the total number of 158,573,244 issued shares of the company.
、 、 、 、 Attendance: Directors: Wu Wei-Chung Wu Ming-Shien Law Wang-Chak Lam Hin-Lap Wu Yuan-Mei、Wu Jen-Horn、Wu Tan-Chih
、 、 Independent Directors: Wong Yao-Lin (Convener of the Audit Committee) Chu Rueen-Fong Chen Kin-Lung
Attending: Lin Yueh-Hsia from PKF Taiwan
Han Pang-Tsai form Jye Tay Law Office
Chairman: Wu Wei-Chung
Record: Kuo Li-Jung
Announcing the opening of the meeting: The total number of shares represented by the attending
shareholders and shareholder proxies has exceeded the statutory number of shares, and the chairman announces the opening of the meeting.
Speech from the Chairman: omission
I、Reporting Matters:
Report No. 1
。 2023 Business Report (Shareholders have no questions, please refer to Handbook for the Annual Meeting of Shareholders)
Report No. 2
Audit Committee’s Review Report on 2023 Financial Statements. (Shareholders have no questions, please refer to Handbook for the Annual Meeting of Shareholders)
Report No. 3
Distribution of 2023 Remuneration of Employees and Directors. (Shareholders have no questions, please refer to Handbook for the Annual Meeting of Shareholders)
Report No. 4
The Distribution of Cash Dividend to Shareholders from 2023 Earnings. (Shareholders have no questions, please refer to Handbook for the Annual Meeting of Shareholders)
Report No. 5
The Loaning of Company and subsidiary Funds. (Shareholders have no questions, please refer to Handbook for the Annual Meeting of Shareholders)
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II、Recognition Matters:
Proposal 1
Topic: 2023 Business Report and Financial Statements. (by the Board)
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Description: (1) The 2023 parent company only and consolidated Financial Statements (including Balance Sheet, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flows) have been audited by the accountants Lin Yueh-Hsia and Lee Tsung-Ming from PKF Taiwan and the unqualified audit reports have been issued. Please refer to Appendix.
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(2) The above Financial Statements have been approved by the Board and submitted together with Business Report to the Audit Committee for review, with the Approval Report in the appendix. Please refer to Appendix.
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(3)Please approve it.
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Resolution: Shareholders have no questions, the voting results for this proposal are as follows:
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The total number of voting rights at the time of voting is 123,488,413, The number of votes in favor: 123,027,008 rights accounted for 99.62% of the voting rights of shareholders present, the number of votes against: 63,629 rights, the number of invalid rights: 0 rights, the number of abstention/non-voting rights: 397,776 rights, this case was passed by voting according to the resolution of the board of directors.
Proposal 2
Topic: Proposal for Distribution of 2023 Profit. (by the Board)
Description: (1) The 2023 net profit after tax is NT$37,351,419. After setting aside the legal reserve of 10% of net profit after tax, the available amount is NT$1,494,045,217 and the proposed distributions are as follows:
Meiloon Industrial Co., Ltd.
Profit Distribution Table
Year 2023
Unit: New Taiwan Dollar
Item |
Amount | |
|---|---|---|
| Beginning unappropriated earnings Add: 2023 net profit after tax Changes in remeasurements of defined benefit plans for the period Share of the adjustment of retained earnings of associates and joint ventures accounted for using the equity method Subtotal Less: Provision 10% legal reserve Provision of special surplus reserve Distributable net profit Less: Distributable Items Cash dividends: NT$0.5 per share |
1,464,970,275 37,351,419 (398,786) 9,847,040 1,511,769,948 (3,695,263) (14,029,468) 1,494,045,217 (79,286,622) |
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1,414,758,595
Ending unappropriated retained earnings balance
Note:
- 1、According to the Financial Supervisory Commission’s letter No. 1010012865 issued on April 6, 2012, no dividends can be distributed for the deduction of other shareholders’ equity (the exchange difference in the translation of financial statements of foreign operating institutions) and the special surplus reserve of the same amount.
2、2023 Unappropriated retained earnings will be distributed first.
Chairman:Wu Wei-Chung Manager:Wu Ming-Shien Accounting Supervisor:Kuo Li-Jung
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(2) The cash dividend per share is calculated based on the outstanding shares of 158,573,244 shares as of March 12, 2024 and is rounded down to the nearest New Taiwan Dollar. The total of its fractional amount less than NT$1 is recognized under the shareholder’s equity.
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(3) Please approve it.
Resolution: Shareholders have no questions, the voting results for this proposal are as follows:
The total number of voting rights at the time of voting is 123,488,413, Number of voting rights in favor: 122,999,008 rights accounted for 99.60% of the voting rights of present shareholders, number of voting rights against: 89,629 rights, number of invalid rights: 0 rights, number of abstention/non-voting rights: 399,776 rights, this case was approved by voting at the board meeting.
III、Discussion Matters:
Topic: Amendment to part of the Articles of Association of the Company. (by the Board)
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Description: (1) In line with the adjustment of the company's organizational structure and current practical operations, it is planned to amend some provisions of the company's articles of association. For the comparison table of amendments and the provisions before amendment, please refer to < Attachment >.
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(2) Please discuss and resolve.
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Resolution: Shareholders have no questions, the voting results for this proposal are as follows:
The total number of voting rights at the time of voting is 123,488,413, Number of voting rights in favor: 123,020,984 rights accounted for 99.62% of the voting rights of present shareholders, number of voting rights against: 69,652 rights, number of invalid rights: 0 rights, number of abstention/non-voting rights: 397,777 rights, this case was approved by voting at the board meeting.
IV、Election Matter:
Topic: By-Election of the Company’s 10 Directors (including 3 independent directors) for the 18th Term. (by the Board)
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Description: (1)The term of the 17th term of directors of the company will expire on July 1, 2024. It is planned to be fully re-elected in advance at this regular shareholders' meeting, and 10 directors (including 3 independent directors) will be re-elected in accordance with Article 16 of the company's articles of association.
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(2) According to the company's articles of association, the company's director election adopts a candidate nomination system. The list of candidates is as follows:
| follows: | ||||
|---|---|---|---|---|
| Position | Name | Number of shares held |
Education | Current Positions |
| Director | WU WEI CHUNG |
3,604,024 | Kun Shan Engineering College Electrical Engineering Department |
Chairman and Chief Executive Officer of the Company |
| Director | WU MING SHIEN |
2,043,592 | Shanghai Fudan University EMBA Feng Chia University Department of Architecture |
General Manager of Taiwan Solidex Corporation |
| Director | FAMINGO PTE LTD (LAW WANG CHAK) |
28,929,666 | MSc Financial Economics, University of London |
Fellow member of the Association of Chartered Certified Accountants, UK |
| Director | FAMINGO PTE LTD (LAM HIN LAP) |
28,929,666 | Bachelor of Electrical Engineering, University of New South Wales, Australia |
GP Industries Limited (Singapore listed company) Executive Director, Group General Manager |
| Director | WU YUAN MEI |
1,820,968 | Tainan Family Specialist Department of Accounting and Statistics |
None |
| Director | WU TAN CHIH |
2,048,838 | Department of Electrical Engineering, University of California, Los Angeles |
Deputy General Manager of the Company’s Business and R&D |
| Director | WU JEN HORN |
20,782 | Department of Business Administration, University of SouthernCalifornia |
Deputy General Manager of Factory Affairs of the Company |
| Independent director |
WONG YAO LIN |
0 | Master's degree from Institute of Industrial Engineering, China University |
Chairman of Kind Management Consulting,Co. |
| Independent director |
CHU RUEEN FONG |
0 | Master of Finance, National Chengchi University |
Chairman of Kaohsiung Bank Co., Ltd. |
| Independent director |
CHEN KIN LUNG |
0 | International Business, National TaiwanUniversity |
Chairman of Probright Technology Inc. |
(3) Mr. Wong Yao-Lin had served as independent director for three consecutive terms. Considering his expertise and relevant work experience, he is able to
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make a positive impact at the Company. When exercising his duties as independent directors, he fully exercised his knowledge and provided professional advice for the board of directors. Therefore, it is proposed to continue to nominate him as independent director of the Company in this election.
- (4)The term of office of the re-elected directors is three years, starting from June 27, 2024 to June 26, 2027.
Election Result: The list of elected directors and the number of elected directors are as follows:
一 ( ) Director
| (一) Director | ||
|---|---|---|
| Numbers/ID | Name | Number of election rights |
| 2 | Wu Wei-Chung | 185,423,055 |
| 27 | Famingo Pte Ltd. Rep.:Law Wang-Chak |
148,200,927 |
| 27 | Famingo Pte Ltd. Rep.:Lam Hin-Lap |
147,982,931 |
| 28 | Wu Ming-Shien | 123,953,608 |
| 23 | Wu Tan-Chih | 122,744,048 |
| 9 | Wu Jen-Horn | 122,482,929 |
| 12 | Wu Yuan-Mei | 122,101,476 |
(二) Independent director
| (二) Independent | director | |
|---|---|---|
| Numbers/ID | Name | Number of election rights |
| E12156**** | Wong Yao-Lin | 86,584,934 |
| S10250**** | Chu Rueen-Fong | 85,591,026 |
| L10147**** | Chen Kin-Lung | 84,879,286 |
V、Other Matter:
Topic: Release of the New Directors from Non-Competition Restrictions. (by the Board)
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Description: (1) According to the provisions of Article 209 of the Company Law, if a director commits an act within the scope of the company's business for himself or others, he must explain the important content of his act to the shareholders' meeting and obtain its permission. It is proposed to request the shareholders' meeting to lift the non-competition restrictions of the new directors(Including independent directors).
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(2) This case was submitted to the shareholders' meeting for resolution in accordance with the law, and the content of the competition was supplemented on the spot before the shareholders' meeting discussed the case:
Title Name Concurrently with other companies
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| Director | Law Wang Chak | Supervisor of GP Electronics (Huizhou) Co., Ltd. |
|---|---|---|
| Director | Lam Hin Lap | Director of GP Acoustics Limited |
(3) Please discuss and resolve.
Resolution: Shareholders have no questions, the voting results for this proposal are as follows:
The total number of voting rights at the time of voting is 123,488,413, Number of voting rights in favor: 122,833,368 rights accounted for 99.46% of the voting rights of present shareholders, number of voting rights against: 240,389 rights, number of invalid rights: 0 rights, number of abstention/non-voting rights: 414,656 rights, this case was approved by voting at the board meeting.
VI、Extempore Motion: Shareholders have no questions.
VII、Adjournment
(The minutes of this ordinary shareholders' meeting only set out the gist of the meeting, and only the results of the proposals; the content, procedures and shareholders' speeches of the meeting 。 are still subject to the audio-visual records of the meeting )
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