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SNC — AGM Information 2019
Jul 15, 2019
52159_rns_2019-07-15_2af0f39d-3972-44a8-a5ca-17ecbdeffb22.pdf
AGM Information
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Notice of the Annual Shareholders Meeting
I. This is to notify those concerned that the annual shareholders meeting of the Company for 2019 will be convened in the Howard Hall, B2, Howard Plaza Hotels, 160, Section 3, Renai Road, Taipei at 9:00 A.M. on June 28, 2019 for the following agenda:
(I) Reports: 1. Annual Business and Financial Report of 2018. 2. Supervisor Review Report. 3. Report on the Distribution to the Remuneration of Directors and Supervisors and Employees Compensation in 2018. 4. Other reports.
(II) Proposals: 1. Adoption of the Company’s Annual Business Report and Financial Statement of 2018. 2. Adoption of the Company’s annual earnings distribution table of 2018.
(III) Discussions: 1. Amendments to the Company’s Articles of Incorporation. 2. Proposal for new shares issue through capitalization of earnings. 3. Amendments to the Operational Procedures for Acquisition and Disposal of Assets of the Company and its subsidiaries. 4. Amendments to the Operational Procedures for Loaning of Company Funds of the Company and its subsidiaries. 5. Amendments to the Operational Procedures for Endorsement and Guarantees of the Company and its subsidiaries. 6. Amendments to the Procedures for Election of Directors and Supervisors of the Company.
(IV) Elections: The 18[th] Board of Directors.
(V) Other proposals: Proposal for Release the Prohibition on Directors from participation in Competitive Businesses.
(VI) Extempore motion.
II. Key contents of the plan for new shares issue through capitalization of earnings: (1) cash dividends of NT$ 113,660,835 will be distributed to the shareholders and the dividend per share is expected to be NT$ 0.2; (2) 17,049,126 new shares will be issued to increase the registered capital and each shareholder is expected to receive 30 new shares per 1,000 existing shares.
III. 1. Number of the directors to be elected in the AGM: 7 directors (inclusive of 3 independent directors)
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List of the nominated candidates: [Independent directors: Lee, Yen Sung, Cheng, Fu Kwok and Fan, Kuang Nan]
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Find out information on the educational backgrounds, working experiences and other details concerning the candidates at http://mops.twse.com.tw.
IV. According to Article 172 of the Company Act, the main contents should be available on the Market Observation Post System website at http://mops.twse. com.tw.
V. In accordance with Article 209 of the Company Act, it is proposed to adopt an AGM resolution that new directors of the Company are released from the prohibitions on participation in competitive businesses, and the position concurrently held by the new elected directors will also be discussed in the shareholders meeting.
VI. Please find enclosed herewith the Confirmation of Attendance and the Proxy Attendance Form. For those who wish to attend the meeting in person, please sign/affix seal on the Confirmation of Attendance (which is not required to be returned), and attend the meeting in the venue on the date of the meeting. For those who wish to arrange for a proxy to participate in the meeting, please sign/affix seal on the Proxy Attendance Form, write down in person the name and address of the proxy attendee, and deliver the form to the Company’s stock agent, Stock Service Department of CTBC Bank 5 days before the date scheduled for the meeting, so that an attendance pass could be issued for the proxy.
VII. For any shareholder who requests for a proxy attendance form, the Company will compile a summary statement of proxy requests and disclose such on the website of the Securities and Futures Institute (SFI) on May 28, 2019.
VIII. Voting rights for the meeting shall be exercised by electronic means from May 29, 2019 to June 25, 2019. Please log in to the “Electronic Voting Platform for the Annual Shareholders
Meeting” of the Taiwan Depository and Clearing Corporation [https://www.stockvote.com.tw], and then follow the relevant instructions thereon.
VX. The tallying and verification institution of the Proxy Attendance Form is the Stock Service Department of CTBC Bank
X. Please fill out the documents as described in the information contained herein.
To Shareholders
By the Board of Directors of Sincere Navigation Corporation
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