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RH — AGM Information 2023
Jun 7, 2023
52432_rns_2023-06-07_b316bf7e-a39a-4a39-8bd6-29458b6eb163.pdf
AGM Information
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Meeting Notice of Annual Meeting of Shareholders
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A. The 2023 Annual General Shareholders' Meeting (the "Meeting") of REGAL HOLDING CO., LTD. (the "Company") will be held on May 26[th] , 2023 (Friday) 0900 o’clock morning at GIS Taipei Tech Convention Center-Room 303 (3F, No.1, Sec.3, Zhongxiao E. Rd., Taipei City, Taiwan) at Everlight Building, Taipei University of Technology. The registration time of the meeting shall start at 0830 o’clock in the morning, and the registration place is the same as the meeting place. The agenda of the meeting is as follows:
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Report Items
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1.1 2022 Operating Report
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1.2 Audit Committee's Review Report
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1.3 Report about 2022 Directors' Compensation
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1.4 Report about 2022 Employees' Compensation
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1.5 Amendments to some provisions of the Company's "Codes of Corporate Governance"
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1.6 Amendments to some provisions of the Company's "Codes of Sustainable Development"
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1.7 Report about the sub-subsidiary Regal Precious Metal Innovation Co., Ltd. (RPM) to acquire the land use rights of important subsidiary Regal Jewelry Manufacture Co., Ltd. (RJM)
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Ratifications
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2.1 Acknowledgement of 2022 Business Report and Financial Report
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2.2 Acknowledgement of the Proposal of 2022 Earnings Distribution
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Discussion Items
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3.1 Amendments to some provisions of the Company's "Articles of Association"
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3.2 Amendments to some provisions of the Company's "Rules And Regulations of Shareholders Meetings"
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3.3 Amendments to some provisions of the Company's "Rules And Regulations of Assets Acquisition And Disposal"
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Election Item
- 4.1 Re-election of the 6[th] term of Directors and Independent Directors
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Other Proposals
- 5.1 Removal of Restriction about Business Strife Limitation Clause against the
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Company's new Directors
- Extemporary Motions
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B. Consider the risk of cluster infection and site restrictions, the Company provide online broadcast, start from 0900 o’clock in the morning of the day. Please enter the URL to watch the live broadcast at https://zoom.us/j/91329393019
「Zoom Meeting ID: 91329393019 / Topic: The 2023 Annual General Shareholders' Meeting of Regal Holding Co., Ltd.」. If you have any questions about the online broadcast, please contact the customer service at 0908-664-807. -
C. The main contents of the Company's 2022 earnings distribution are as follows:
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The cash dividends proposed for distribution to shareholders amount to NTD 17,278,214 or NTD 0.45 per share.
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Upon this resolution of the cash dividends proposed for has been passed by Shareholders Meeting, the chairman of the Board of Directors shall be authorized to decide the cash dividend payment date.
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D. In case of any matters in meeting agenda should explain its main content subject to Article 172 of the Company Act, please log in MOPS website (http://mops.twse.com.tw/mops/web/index), enter stock code and select electronic books - Annual report and related information for shareholders' meeting - Reference information for each motion at shareholders' meeting.
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E. From March 28[th] , 2023 to May 26[th] , 2023, the Company should stop the registration of stock transfer as stipulated in Article 165 of the Company Act.
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F. Each attendance notification and proxy form will be attached in this meeting notice. If the shareholder(s) is attending the meeting in person, please sign or stamp on the attendance notification form and carry it to the check-in desk on the day of the meeting. In the case that an agent(s) is entrusted to attend the meeting, the shareholder(s) shall sign or stamp on the proxy form and personally fill out the name and address of the agent, then deliver the proxy form to the Company’s appointed independent registrar, the Transfer Agency Department of SinoPac Securities, at least 5 days prior to the day of the meeting. The signed proxy form will serve as the sign-in card for agent(s) to represent your vote at the meeting.
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G. Shareholders, proxies or proxy solicitors, and agents attending the meeting shall bring proof of identity.
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H. If a proxy is solicited by the shareholder(s), the Company is required to compile details on the proxy solicitation parties and disclose such information on the Securities & Futures Institute (SFI) website no later than April 25[th] , 2023. Shareholder(s) can obtain information on proxy solicitation forms from the "Free proxy disclosure & related information system" in (http://free.sfi.org.tw), and enter the stock code for inquiry.
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I. Shareholders may exercise their voting rights through the STOCKVOTE system of Taiwan Depository & Clearing Corporation (http://www.stockvote.com.tw) during the period from April 26[th] , 2023 to May 23[rd] , 2023.
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J. The Company adopted the candidate nomination system for electing the 7 directors (including 3 independent directors). Name list of Candidates of Directors and Independent Directors: [Director: Solar Jewelers Group Corp / Representative: PHACHARAPON PHAIBOONSUNTORN, Hyperion Trading Co., Ltd. /
Representative: SARAYUTH MUNGCHITVITSAVAKORN, Orlog Global Co., Ltd. / Representative: LIN, CHIU-I, and Unique Global Investment Inc. / Representative: LIN, CHIN-SAN] [Independent Director: LEE, TSUNG-PEI, GUAN, JYH-LIANG, LIN,CHUNG-CHING]. For the information about the educational background and experience of the candidates, please refer to https://mops.twse.com.tw.
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K. The Company has appointed the Transfer Agency Department of SinoPac Securities as the reconciliation and verification entity of the annual general meeting.
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L. The compliance of the above should be greatly abided and applied.
Sincerely, Board of Directors REGAL HOLDING CO., LTD.