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S.C.P.C — AGM Information 2023
Jun 28, 2023
51900_rns_2023-06-28_0f5d3af9-18a8-4c25-8919-56c71653131d.pdf
AGM Information
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Meeting Notice
The 2023 Annual Meeting of Shareholders
(Summary Translation)
The 2023 Annual Shareholders’ Meeting (Meeting) of Standard Chem. & Pharm. Co., Ltd. (Company) will be convened at 9:00 a.m., on Tuesday, June 20[th] , 2023, at Company headquarters located at No. 154 Kaiyuan Rd., Tuku Village, Sinying District, Tainan City, Taiwan. Registration will be accepted at 8:30 a.m. and the place of registration is the same as the meeting location. (Physical Shareholders’ Meeting)
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The agenda for the Meeting is as follow:
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I. Company Reports:
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(1) 2022 Business Report
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(2) Audit Committee’s Review Report on the 2022 Financial Results
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(3) 2022 Annual Report on Remuneration of Employees and Directors
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(4) Status of 2022 Dividend Distribution
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(5) Other Reports
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II. Matters Proposed for Ratification:
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(1) Ratification of 2022 Business Report and Financial Statements
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(2) Ratification of Proposed 2022 Profit Distribution Plan
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III. Matters Proposed for Discussion
- (1) Amendment to the “Rules of Procedure for Shareholders Meetings”
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IV. Election Resolution
- (1) Election of one additional director and one additional independent director.
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V. Matters Proposed for Other
- (1) Release of newly elected Board of Director from non-competition restrictions
VI. Extempore Motions
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Principal proposals for distribution of 2022 profits adopted at the board of directors meeting:
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I. Cash dividend of NT$446,740,223; NT$2.5 per share.
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II. The distribution of cash dividends shall be based on the stock register record as shown on the distribution record date. It is proposed to distribute NT$2.5 per share, and the total dividend shall be rounded down to nearest NT$1.00, the remaining fraction will be adjusted by the Chairman of the Board, who is fully authorized by Board of Directors.
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Pursuant to Article 165 of the Company Act, the Company hereby announces a book closure from April 22, 2023 to June 20, 2023.
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Pursuant to Article 172 of the Company Act, the material contents shall be listed and explained in convening the shareholders’ meeting. Please refer to Market Observation Post System (M.O.P.S., http://mops.twse.com.tw)for inquiry.
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The Directors will be elected by adopting candidates’ nomination system pursuant to regulations. Election of one additional director and one additional independent director. Candidate list: [Director: Fan Dao Nan Foundation representative Wen-Jang, Lin ], [Independent Director: LAWRENCE C. LEE ] . (Please refer to M.O.P.S., http://mops.twse.com.tw to download the director candidate list .)
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Pursuant to Article 209 of the Company Act, release of newly elected Board of Director from non-compete clause will be presented to the shareholders’ meeting for resolution. (Please refer to M.O.P.S., http://mops.twse.com.tw to download the meeting agenda for detail.)
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In addition to the announce from M.O.P.S., the company will mail the official notice of meeting, and one Power of Attorney in hoping that all shareholders could participate in the meeting. If joining in person, please send back the second page for registration or register in person on the meeting day. If entrusting others to participate in, please read and fill up carefully for the notes of Power of Attorney and send back the fifth page. Also, please send the required documents to MasterLink Securities Corporation Stock Affairs Agency 5 days before the meeting starts and use the voucher to attend the meeting.
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For any shareholder who has solicited a Proxy, the Company will compile and publish a list of those who have solicited. The list will be published no later than May 19, 2023 on the website of the Securities and Futures Institute (http://free.sfi.org.tw). (Stock Code: 1720)
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Shareholders are allowed to exercise their rights to vote electronically, the exercise period is from 2023/5/21 to 2023/6/17. Please go to the Taiwan Depository & Clearing Corporation “Shareholders’ Meeting Electronic Voting Platform” (http://www.stockvote.com.tw), and conduct the electronic voting process by following the related instructions.
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For the Meeting, the agency electronic voting process and statistical verification shall be conducted via MasterLink Securities Corporation Stock Affairs Agency.
Board of Directors
Standard Chem. & Pharm. Co., Ltd.
(Attachment Please refer to M.O.P.S., http://mops.twse.com.tw to download the meeting agenda for detail.)