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SPT AGM Information 2016

Jul 19, 2016

51922_rns_2016-07-19_26bf3de9-de85-4185-beda-25f6b33d66f1.pdf

AGM Information

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ScinoPharm Taiwan, Ltd. Meeting Notice of

Annual General Shareholders’ Meeting

(Summary Translation)

The 2016 Annual General Shareholders’ Meeting (the “Meeting”) of ScinoPharm Taiwan, Ltd. (the “Company”) will be convened at 9:30 a.m., Monday, June 27, 2016 at ScinoPharm Taiwan, Ltd. Administration Building (1F, 1 Nan-Ke 8[th] Road, Southern Taiwan Science Park, Shan-Hua, Tainan, Taiwan).

  1. The agenda for the Meeting is as follows:

    • I. Matters proposed for discussion and resolution (I)

      • (1) Proposed revision of the Articles of Incorporation.
    • II. Report Items

      • (1) Business Report on 2015.

      • (2) Audit Committee’s review report on 2015 financial results.

      • (3) Distributable compensation for employees and directors on 2015.

      • (4) Proposed revision of the Ethical Corporate Management Best Practice Principles and establishment of Procedures for Ethical Management and Code of Conduct.

    • III. Matters proposed for ratification

      • (1) Business Report and Financial Statements for 2015.

      • (2) Proposed earnings distribution plan for fiscal year 2015.

    • IV. Matters proposed for discussion and resolution (II)

      • (1) Proposed capital increase by issuing new shares on retained earnings.

      • (2) Proposed revision of the Procedural Rules for Providing Endorsements and Guarantees and an explanation of the necessity and justification of limiting total amount of endorsement and guarantee to 100% of net value for the Company and its subsidiaries.

      • (3) Proposed revision of the Procedural Rules for Providing Lending to Other Persons.

      • (4) Proposed release of prohibition on Directors’ representatives of the 8th election from participation in competitive business.

  2. Proposal for distribution of 2015 profits has been resolved by the Board of Directors as follows:

    • (1) Cash dividends: Totaling NT$219,324,858, the proposed dividend is NT$0.3 per share.

    • (2) Stock dividends: Totaling NT$292,433,150, and the proposed allocation is 40 shares per 1,000 shares.

  3. Pursuant to Article 165 of the Company Act, the Company hereby closes the share transfer registration from April 29, 2016 to June 27, 2016.

  4. If any shareholder intends to solicit for the Proxy Form, the Solicitor’s Solicitation Information List compiled by the Company dated May 27, 2016 will be available on the website of the Securities and Futures Institute (http://free.sfi.org.tw). For inquiries, please log-on to the website and click “Free Inquiry System for Information Related to the Public Announcement of Proxy Form”; then click “Enter for Inquiring Proxy Form, Public Announcement and Meeting Information” on the right hand side and input the conditions of inquiry accordingly.

  5. The shareholder’s voting power of this annual shareholders' meeting may be exercised by way of electronic transmission, and the exercising period will be from May 28, 2016 through June 24, 2016. Please log in the homepage “shareholders vote by electronic way” established by Taiwan Depository & Clearing Corporation at http://www.stockvote.com.tw.

Board of Directors

ScinoPharm Taiwan, Ltd.