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SUNKO — AGM Information 2023
Aug 18, 2023
51901_rns_2023-08-18_95eb4e00-ffc3-4337-9f08-0db08895b0ed.pdf
AGM Information
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Stock Code: 1721
SUNKO INK CO., LTD.
2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS
MEETING HANDBOOK
Time: 14 June 2023(Wednesday)
Venue: No. 5, Gong 1st Rd., Hemei Township, Changhua County 508003, Taiwan (R.O.C.) (Chuansing Factory)
★ Where any discrepancy arises between the English translation and original Chinese version, the Chinese version shall prevail.
SUNKO INK CO., LTD.
2023 Shareholders’ General Meeting Handbook
Table of Contents
| I. | Meeting Procedures………………………………………………................. | 1 |
|---|---|---|
| 1. Management Presentation (Company Reports) ………………………. | 2 | |
| 2. Ratifications………….....…………....................................................... | 4 | |
| 3. Discussions………………………………………………..................... | 6 | |
| 4. Extraordinary Motions………………………....................................… | 7 | |
| II. | Attachments | |
| 1. 2022 Business Report……………………………………..................... | 8 | |
| 2. 2022 Audit Committees’ Review Report……………………………… | 17 | |
| 3. The Statement of Remuneration for Directors and Independent | ||
| Directors……………………………………..........................………… | 18 | |
| 4. 2022 Employee and Director Compensation Distribution Report…...... | 19 | |
| 5. 2022 Financial Statements with Independent Auditor’s Report…….… | 20 | |
| 6. The Company’s Comparison Table of “Articles of Incorporation”........ | 40 | |
| 7. The Company’s Comparison Table of “Rules of Procedure for | ||
| Shareholder Meetings”…………………………..……..……..….....… | 44 | |
| III. | Appendix | |
| 1. Rules of Procedures for Shareholders’ Meetings…………………....… | 63 | |
| 2. Articles of Incorporation…………………………………………….… | 68 | |
| 3. Shareholdings of All Directors…………………………....………..….. | 77 |
SUNKO INK CO., LTD.
2023Annual General Shareholders’ Meeting
Time: 09:00 a.m., 14 June 2023 (Wednesday)
Location: No. 5, Gong 1st Rd., Hemei Township, Changhua County 508003, Taiwan (R.O.C.) (Chuansing Factory)
Meeting Agenda
I. Call the Meeting to Order
II. Chairperson Remarks
III. Management Presentation (Company Reports)
-
2022 Business Report
-
2022 Audit Committee’s Review Report
-
2022 Status of Endorsement and Guarantee
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The remuneration report of director on 2022
-
2022 Employee and Director Compensation Distribution Report
IV. Ratifications
-
Adoption of the 2022 Business Report and Financial Statements
-
Adoption of the 2022 Earnings Appropriation Proposal
V. Discussions
-
Amendment to the section of the “Articles of Incorporation”
-
Amendment to the section of the “Rules of Procedure for Shareholder Meetings”
VI. Extraordinary Motions
VII. Meeting Adjourned
1
Management Presentations (Company Reports)
- Issue : 2022 Business Report
Details : Please refer to Attachment 1 (page. 8).
-
Issue : 2022 Audit Committees’ Review Report Details : Please refer to Attachment 2 (page 17).
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Issue : 2022 Status of Endorsement and Guarantee Details : No endorsement or guarantee issued.
-
Issue : The remuneration report of directors on 2022 Details :
1.
-
The Company’s general directors and independent directors’ remuneration policy, system, standard and structure, and the relationship with the remuneration amount according to the responsibilities, risks, investment time and other factors:
-
(1) According to the Company’s Articles of Incorporation, the remuneration of the directors shall be approved by the board of directors to be paid in accordance with the regular standards of the industry, and shall be weighed in view of their involvement in the company’s operation and the value of their contribution.
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(2) The Company’s Articles of Incorporation also stipulate that no more than 1% of the annual profit will be used as the director’s remuneration, which is based on the regulation of the Company’s Remuneration Committee. The payment of director’s remuneration should refer to the regular level of the industry, and consider the rationality of correlation with personal performance, operating performance and future risks in accordance with the Remuneration Regulations. Lists as follows:
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- ① The current director’s remuneration includes monthly remuneration, travel allowance and director’s remuneration.
- ② All independent directors serve as members of the audit committee, the compensation committee, and have fixed remuneration.
- ③ The director’s travel allowances are fixed payments and are paid when attending board meetings.
- ④ The distribution of director’s remuneration shall be distributed in proportion to how many days each board director in service in respective elected term
-
For the remuneration of the general director and independent director, please refer to Attachment 3.(page 18)
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Issue : The Report 2022 Employee and Director Compensation. Details :
-
In 2022, the Company concluded a pre-tax profit of NT$70,137,778 as bases to set aside compensations to directors and employees. Pursuant to Article 30 of the Company's Articles of Incorporation, NT$701,377 (1%) was set aside as directors' compensation, and NT$2,104,134 (3%) was set aside as employees' compensation. Both of which will be paid in cash, please refer to Attachment 4. (page 19)
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Ratifications
-
Proposed by: The board of directors
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Subject : Acknowledgement of the 2022 Business Report and Financial Statements
Details :
-
(1) The Company’s 2022 financial statements and the consolidated financial statements were audited and issued an “unqualified opinion” by CPA CHEN, MING-HUNG and CPA YEN, WEN-PI of Ernst & Young. The audited financial statements and the business report were reviewed by the Audit Committee without any nonconformity identified and with a review report issued.
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(2) The financial statements and independent auditors’ audit report are attached on page 20 (Attachment 5)
Resolution :
- Proposed by: The board of directors
Subject : Earnings Appropriation of year 2022
Details :
- (1) In 2022, the Company had a net profit of NT$61,330,112. After appropriating legal reserve of NT$6,873,840 and special reserve of NT$2,160,930, the distributable profit is NT$420,056,767. The Company proposes to distribute cash dividend to shareholders of NT$18,488,409, at a rate of NT$0.1 per share. The cash dividend will be rounded down to the nearest integer. Any residual amount will be handled by the Chairman at his/her discretion after approval by the shareholders meeting. The exdividend date will be determined by the board of directors after approval by the Shareholders' Meeting. In case the dividend payout ratio is affected by factors such as issuance of new shares through cash increase, repurchase of the Company's own shares, transfer or cancellation of treasury shares, transfer of convertible bonds, or exercise of employee stock options, the Chairman is authorized to handle it at his/her discretion.
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(2) For earnings appropriation of year 2022, please refer to next page
SUNKO INK CO., LTD.
Earnings Appropriation Report For the year ended 31 December 2022
| Unit: NT$ | Unit: NT$ | |||
|---|---|---|---|---|
| Items | Subtotal | Total | ||
| Beginning balance of undistributed earnings 2022 Other comprehensive Income Re-measurement of net defined benefit plans after tax 2022 Net income after tax Subtotal List items Legal reserve for 2022 Special reserve for 2022 Distributable net profit subtotal Distributable items: Cash dividends (NT$0.1 per share) Endingbalance of undistributed earnings |
$7,408,292 61,330,112 |
$360,353,133 68,738,404 |
||
| 429,091,537 | ||||
| (6,873,840) (2,160,930) |
||||
| 420,056,767 | ||||
| $ | (18,488,409) 401,588,358 |
|||
Chairman: General Manager: Accounting Supervisor: HUANG, TING-DI CHANG, CHUN- PIN WANG, SHENG-HUI
Resolution :
5
Discussions
-
Proposed by: The board of directors
-
Subject : The Company’s Comparison Table of “Articles of Incorporation” Details:
-
(1) In order to comply with the policy of the competent authority to promote video shareholders meetings and meet the needs of the digital age, to provide shareholders with convenient channels to participate in shareholders' meetings, and to enable the Company to convene shareholders' meetings by video conference as needed, it is hereby amended in accordance with Article 172-2(1) of the Company Act and Article 44-9(3) of the Regulations Governing Shareholder Services of Public Companies, that the Company's shareholders' meetings may be convened by video conference or other methods announced by the Ministry of Economic Affairs.
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(2) In accordance with the Company's organizational structure and practical needs, Articles 12, 26, and 27 are amended. Please refer to Attachment 6 (page 40)
Resolution :
-
Proposed by: The board of directors
-
Subject : The Company’s Comparison Table of “Rules of Procedure for Shareholder Meetings”
Details:
- (1) In order to comply with the policy of the competent authority to promote video shareholder meetings and meet the needs of the digital era, the Company has revised relevant articles of the Articles of Incorporation to allow the Company to hold shareholder meetings through video conferencing or other methods announced by the Ministry of Economic Affairs. This amendment is made in accordance with Article 172-2, Paragraph 1 of the Company Act and Article 44-9, Paragraph 3 of the Guidelines for the Handling of Stock Affairs of Publicly Traded Companies.
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- (2) The revised Rules of Procedure for Shareholders Meetings can be found on page 44 of this handbook (Attachment 7), to align with the Company's organizational structure and practical needs.
Resolution :
Extraordinary Motions
Meeting Adjourned
7
Attachment 1
2022 Business Report
1 Implementation Results
The individual revenue of the Company for the year 2022 was NT$2,976,358thousand, while the Consolidated revenue for the year was NT$3,008,554thousand. The consolidated after-tax profit was NT$61,330thousand, of which NT$61,330,000 was attributable to the owners of the Company. The basic and diluted earnings per share for the consolidated after-tax profit were both NT$0.33.
In the first half of 2022, it had been expected that the post-pandemic economy would recover and customers are actively stocking up to avoid supply chain disruptions. As being driven by demands revenues and profits strongly grew in comparison with the result of the first half of 2021. However, from the second half of the year onwards, the ongoing military conflict between Russia and Ukraine has caused energy prices to surge. Coupled with rising inflation, the US Federal Reserve has raised interest rates to control rapid inflation, which has affected global financial markets and slowed private investment growth. In addition, China's economy has been impacted by the pandemic, causing a significant decline in demand in the three major markets of the US, Europe, and China. Specifically, the demand for specialized materials for consumer electronics, polymer materials for sports shoes, and plastic antioxidants has been significantly affected. Taking all of these factors into account, the economy in 2022 showed a brief recovery in the first half of the year, but quickly turned weak in the second half. The final revenue for the year showed a slight growth of NT$157,916,000, with a year-on-year increase of 5.54%.
The table below shows our implementation results of 2022, compared with the data from 2021:
1.1 Implementation Results of Operation Plan
Unit: NT$ (in thousands)
| Unit: NT$(in thousands) | Unit: NT$(in thousands) | |||
|---|---|---|---|---|
| Item | 2022 | 2021 | Increase (Decrease) | |
| Difference | Rate | |||
| OperatingRevenue(net) | 3,008,554 | 2,850,638 | 157,916 |
5.5 |
| OperatingCosts | 2,752,806 | 2,722,534 | 30,272 |
1.11 |
| OperatingProfit | 255,748 | 128,104 | 127,644 | 99.64 |
| OperatingExpense | 223,186 | 224,055 | (869) | (0.39) |
| OperatingGains(Losses) | 32,562 | (95,951) | 128,513 | 133.94 |
| Other Profits and Losses(net) | 38,910 | 42,110 | (3,200) | (7.60) |
| Pre-tax Earnings(losses) | 71,472 | (53,841) | 125,313 | 232.75 |
| After-tax Earnings(losses) | 61,330 | (70,016) | 131,346 | 187.59 |
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1.2 Forecast and implementation
The Company didn’t publish the 2022 Operating Forecast. Therefore, no information regarding implementation is available.
- 1.3 Financial Income and Expenditure and Profitability Analysis
| For the years ended 31 December |
For the years ended 31 December |
||
|---|---|---|---|
| Item | 2022 | 2021 | |
| Profitability | Return on asset(%) | 1.81 | (1.35) |
| Return on equity (%) | 2.59 | (2.91) | |
| Pre-tax income (loss) (%) | 3.78 | (2.85) | |
| Profit margin(%) | 2.15 | (2.46) | |
| Basic Earnings per share (loss) (NT$) | 0.33 | (0.38) | |
| Diluted Earnings per share (loss) (NT$) |
0.33 | (0.38) |
-
1.4 Research and Development progress
-
1.4.1 Research and Development Expenses
Unit: NT$ (in thousands)
| Unit: NT$ (in thousands) | |
|---|---|
| R&D Expenses Ratio to operating revenues |
For theyears ended 31 December |
| 2022 2021 2020 |
|
| 49,847 51,299 54,464 1.66% 1.80% 1.98% |
1.4.2 Recent Research and Development results
| Classification | Item | R&D results |
|---|---|---|
| Fine Chemical Series |
1. Development and promotion of Non- halogenated Flame Retardant derivatives |
Completed laboratory stage process development for K600 phosphorus- containing flame retardant. Completed industrial process development (3KL scale) for OEM project K-202 forphosphorus- |
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| containing flame retardant. Completed trial production for new process of halogen-free flame retardant PHZs(SPV-100). |
||
|---|---|---|
| 2. Curing Agent | Completed CSR: K339e Zero Waste Plan . |
|
| 3.Research on Industrialization Technology of Triazine UV Absorber New product |
The UV absorber intermediate 1064TM has completed the laboratory stage process development and has progressed to pilot production and testing at a 3KL scale. |
|
| Polymer Series |
1. Product development and application research of TPU and Polyester Polyol |
Obtained TW and US patents for "Polyester Polyol, Thermoplastic Polyurethane and Molded Products." Obtained JP patent for "Impact- resistant Composite Layer." Completed patent applications for "Thermoplastic Polyurethane Foam and Impact-Resistant Composite Layer" in TW, US, CN, and EU (under review). Completed patent applications for "Applications of Thermoplastic Polyurethane and Impact-Resistant Composite Layer" in US and EU (under review). Completed 6KL trial production of aromatic polyester polyol PAHE2000. Completed scaling up trial production and testing of new inert TPU materials (SK70588, SK70560, SK-701) with evaluations onprocessing |
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| technology, suitable for melt- blown process, 3D printing, and supercritical physical foaming, with excellent formed products. Completed verification of TPU melt spinning processing feasibility. |
||
|---|---|---|
| 2. Ultra-film ETPV foam material (EPTV) |
Completed the recycling program for foamed polyolefin elastomer material - E342 recycled flip-flop second-generation product. Completed the development of extrusion foaming grade (specific gravity0.5-0.7)TPV newproduct. |
2 Overview of 2023 Operation Plan
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2.1 Operation Strategy and Policy
-
Looking back on the pros and cons upon implementation during 2023, and looking ahead to the future trends of the coming year, we make our operation plan as follows:
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(1) Develop key raw materials and new products
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(2) Sales expand production capacity to reduce production costs
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(3) Save energy and decarbonize
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(4) Keep decarbonize and research new treatment methods or processes.
-
(5) Plant protection product process technology
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(6) Automate labor intensive manufacturing process evaluation
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(7) Advance the process via computer systems
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2.2 Important Production and Marketing Strategies
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2.2.1 Sales Policy
-
(1) Strengthen the relationship with clients, increase both sales and the market share
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(2) Develop new specifications and new products in line with customer needs.
-
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(3) Develop the Company’s own patents and create unique-selling-points (USP) to expand the markets
-
(4) Stabilize sales and increase capacity utilization.
2.2.2 Production Policy
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(1) Implement industrial safety to reduce accident risks.
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(2) Stabilize raw material supply chain and product supply
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(3) Strengthen quality and improve customer satisfaction
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(4) Optimize process and increase utilization rate
-
2.3 Short-term and Long-term Business Development Plan
2.3.1 Short-term Plan
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(1) Strengthen the bonds with international manufacturers and increase the market share.
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(2) Develop and promote new products: PP clarifier (K21), Flame Retardant (PX-202), TPE footwear materials, TPU/TPV yarn, TPU anti-vibration materials, TPU air bed materials, Flame Retardant TPV.
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(3) Be certified by the brand dealers on Expanded Elastomer footwear materials
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(4) Develop second level supplier to reduce the risk of raw materials shortage
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2.3.2 Development of new process technology for plant protection chemicals. Long-term Plan
2.3.2.1 Key trends and strategies on industrial transformation
Under such shortcomings as strict environmental regulations, limited natural resources, and increasing environmental costs, high-emission industries gradually lost their positions in the competitive market. To successfully navigate this changing landscape, chemical industry will need to develop toward lowpollution and high-economies-of-scale orientation.
2.3.2.2 Research and development and technical services
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(1) Self-develop and form patent applications
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(2) Provide technical services to meet customer demands
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(3) Assist customers in developing customized products and grab the preemptive opportunities in the market
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2.3.2.3 Diversification Strategies
Well utilize the Company’s know-hows in chemicals and manufacturing products. For instance:
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(1) Produce personal sanitization products (special cosmetic) using cGMP qualifications from Chuansing Factory
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(2) Given the recyclable character of Polymer(TPE/TPU), develop footwear using 100% Polymer then recycle and reuse
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(3) Seek out businesses that are chemical-related and supported by the government
2.3.2.4 “Save Energy, Save Earth”
In response to the “Save Energy, Save Earth” campaign, our future manufacturing process design will take action to promote energy saving, decarbonization, recycle and reuse, and to exploit the decarbonization technology.
3 Overview of Technology and R&D
3.1 Technical Level
In response to the development trend of international chemicals, the Company values novelty, inventive steps as well as industrial applicability. We mainly target chemicals that are highly demanded in the market and create technical barriers.
The Company’s main research and development team are organic synthesis and polymer chemistry technology experts. They cooperate with a production team with senior chemical manufacturing experience, together with trading professionals of great acuity on market development, to invest in research, development, production, OEM and marketing on polymer and fine chemical products.
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3.2 Product Development Plan
More specifically speaking, the Company’s (Sunko) products include PU, POLYOL, TPU, TPV, special plastic material, plant and environmental protection drugs, active pharmaceutical ingredients, cosmetic materials, antioxidant, anti-UV agent, polyolefin synthesis, PCB reducing agent, curing agent and graphene oxide, etc.
To improve the process efficiency, go green, and to recycle, reuse and reduce the energy consumption are the key concepts of polymer material development.
As for product development on fine chemicals, the research aims at new structures, new manufacturing processes, new formulations and new applications. To develop lowpollution and low-energy-consumption manufacturing process techniques is deemed as our corporate social responsibility.
| Classification | Item |
|---|---|
| Fine Chemical Series |
- K-CLEAR:New product development and application research of plastic nucleating agent and transparent agent - K-NOX:New product development, continuous improvement and application research of rubber and plastic antioxidants - K-SORB:Research on industrialization technology of new Triazine UV absorbent products - K-CURE:Improve and develop applications of rubber and plastic cross-linking curing agent - Research on formulation of hair dye and evaluate the feasibility of OEM - Continuously develop techniques on energy saving and decarbonization |
| Polymer Series | - New product development, continuous improvement and application research on TPU. - New product development, continuous improvement and application research on TPV, TPE elastomer - New product development, continuous improvement and application research on ETPU and ETPV expanded elastomer |
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4 Estimated product sales of 2023
| timated product sales of 2023 | |||
|---|---|---|---|
| Main Product | Classification | Annual Budget Sales Quantity |
|
| Tons | |||
| Antioxidants | Fine Chemicals | 8,200 | |
| Thermoplastic Pellets (TPU) Thermoplastic Elastomer (TPV) |
Polymer | 3,714 | |
| POLYOL and PU | Polymer | 1,386 | |
| Agrochemicals | Plants and environmental protection drugs |
312 | |
| Other fine chemicals (crosslinking curing agents, halogen-free flame retardants, electronic chemicals, nucleating agents) |
Fine Chemicals | 4,304 | |
| Others | Others | 1,005 | |
| Total | 18,921 |
5 The Impact from the external competition, regulatory environment, and business operation
According to IMF statistics, the global economic growth rate is estimated to be 3.4% in 2022, and it is expected to decline to 2.9% in 2023. This is due to the inflation crisis caused by COVID19 and the Russia-Ukraine conflict. inflation crisis will rise, regional conflicts will rise, and protectionism will take the lead. And other factors, the situation of economic recovery and future changes in the economic environment are still with high uncertainties.
The Regional Comprehensive Economic Partnership (RCEP) and the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) implement tariff reductions among member states. For Taiwanese companies that rely on imports and exports, Taiwan’s competitiveness in the international market as a non-member state will be negatively affected.
Adverse effects due to the promotion of a series of policies such as international ESG development trends, renewable energy development regulations, and domestic environmental protection regulations, it is necessary for enterprises to invest money to update air pollution equipment, set up renewable energy power generation facilities, and use high costs. In terms of carbon reduction, there is currently no cost-effective and effective carbon capture method due to the lack of technological breakthroughs. Small companies are limited by limited resources and
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gradually replace them with new and more energy-efficient equipment in the early stage. More environmentally friendly natural gas, research more efficient processes to achieve carbon reduction. The biggest source of carbon emissions is the electricity required for the manufacturing process. This part is beyond the capabilities of small companies. Currently, it is still waiting for relevant government units to plan the future national net-zero carbon emissions path and relevant policy guidelines for the industry to follow.
Chairman: General Manager: Accounting Supervisor: HUANG, TING-DI CHANG, CHUN- PIN WANG, SHENG-HUI
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Attachment 2
SUNKO INK CO., LTD
Audit Committees’ Review Report
The board of directors has prepared the Company’s 2022 Business Report and Financial Statements, including parent only and consolidated financial statements. The financial statements were audited by CPA CHEN, MING-HUNG and CPA YEN, WEN-PI of Ernst & Young and issued an accompanying Independent Auditors’ Report.
The Business Report, Financial Statements (including Parent Only and Consolidated Financial Statements), and the proposal for earnings appropriation have been reviewed and audited by the Audit Committee without any nonconformity found. We hereby submit this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your ratification.
Best Regards
The 2023Annual General Meeting of Shareholders
SUNKO INK CO., LTD.
Convener: TSOU, YEN-CHUNG 14.March 2023
.
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Attachment 3
SUNKO INK CO., LTD
The Statement of Remuneration for Directors and Independent Directors
For the year ended 31 December 2022
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Attachment 4
SUNKO INK CO., LTD. Employee and Director Compensation Report For the year ended 31 December 2022
Unit: NT$
| Items | Total |
|---|---|
| Net Profit Before Tax (pretax profit before | $70,137,778 |
| distribution of director and employee | |
compensation) |
|
| Distribution Item | |
| Director Compensation | (701,377) |
| Employee Compensation | (2,104,134) |
| Net Profit Before Tax | $67,332,267 |
| Note: In line with Article 235-1 of the Company Act and Article 30 of the Article | |
of Incorporation. |
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Attachment 6
SUNKO INK CO., LTD
Comparison Table of the “Procedures for Election of Directors” before and after
amendments
| Document Number |
Document Name | Articles of Incorporation |
|
|---|---|---|---|
| Revised version | 39 | Operating Date | 14/06/2023 |
| Before Amendment (38) | After Amendment (39) | ||
| Article 12 There are two types of shareholders’ meetings: the general meetings and the extraordinary meetings. (1) General meetings shall be held within 6 months after the end of each fiscal year. (2) The Extraordinary Meetings shall be duly convened, if necessary, in accordance with the relevant laws. |
Article 12 There are two types of shareholders’ meetings: the general meetings and the extraordinary meetings. (1) General meetings shall be held within 6 months after the end of each fiscal year. (2) The Extraordinary Meetings shall be duly convened, if necessary, in accordance with the relevant laws. Meetings can be conducted via video conferencing or other methods announced by the Ministry of Economic Affairs. |
||
| Article 26 The Company shall appoint one or more managers. The appointment, removal, and compensation of the managers shall be approved by more than 50% of the attending directors who shall be more than 50% of all directors. |
Article 26 The Company shall appoint one general manager. The appointment, removal, and compensation of the managers shall be approved by more than 50% of the attending directors who shall be more than 50% of all directors. |
||
| Article 27 The Company may, by resolution of the Board, retain consultants or key officers. (Pursuant to Article 23.) |
Article 27 The company may, by resolution of the Board, retain consultants or key officers (pursuant to Article 23) and appoint them as managers in |
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accordance with the company's organizational structure to meet the operational or management needs of the company. Each of the aforementioned managers may have one or more subordinates.
Article 33
These Articles of Incorporation were established on 11 December 1974. The first amendment was made on 30 June 1975. The second amendment was made on 18 May 1976.
The third amendment was made on 30 August 1977.
The fourth amendment was made on 10 November 1978.
The fifth amendment was made on 5 September 1980.
The sixth amendment was made on 14 October 1980.
The seventh amendment was made on 4 April 1981.
The eighth amendment was made on 2 August 1981.
The nineth amendment was made on 5 May 1985. The tenth amendment was made on 19 June 1986. The eleventh amendment was made on 30 June 1987.
The twelfth amendment was made on 15 August 1988.
The thirteenth amendment was made on 3 September 1989. The fourteenth amendment was made on 17 October 1990. The fifteenth amendment was made on 25 May 1991.
Article 33
These Articles of Incorporation were established on 11 December 1974. The first amendment was made on 30 June 1975. The second amendment was made on 18 May 1976. The third amendment was made on 30 August 1977. The fourth amendment was made on 10 November 1978. The fifth amendment was made on 5 September 1980. The sixth amendment was made on 14 October 1980. The seventh amendment was made on 4 April 1981. The eighth amendment was made on 2 August 1981. The nineth amendment was made on 5 May 1985. The tenth amendment was made on 19 June 1986. The eleventh amendment was made on 30 June 1987. The twelfth amendment was made on 15 August 1988. The thirteenth amendment was made on 3 September 1989. The fourteenth amendment was made on 17 October 1990. The fifteenth amendment was made on 25 May 1991.
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| The sixteenth amendment was made on 27 June 1992. The seventeenth amendment was made on 12 June 1993. The eighteenth amendment was made on 14 May 1994. The nineteenth amendment was made on 12 August 1994. The twentieth amendment was made on 17 May 1995. The twenty-first amendment was made on 10 June 1995. The twenty-second amendment was made on 2 March 1996. The twenty-third amendment was made on 23 May 1997. The twenty-fourth amendment was made on 4 November 1997. The twenty-fifth amendment was made on 29 May 1998. The twenty-sixth amendment was made on 24 May 1999. The twenty-seventh amendment was made on 22 June 2000. The twenty-eighth amendment was made on 5 June 2002. The twenty-nineth amendment was made on 16 June 2005. The thirtieth amendment was made on 15 June 2006. The thirty-first amendment was made on 4 June 2010. The thirty-second amendment was made on 30 June 2011. The thirty-third amendment was made on 14 June 2012. |
The sixteenth amendment was made on 27 June 1992. The seventeenth amendment was made on 12 June 1993. The eighteenth amendment was made on 14 May 1994. The nineteenth amendment was made on 12 August 1994. The twentieth amendment was made on 17 May 1995. The twenty-first amendment was made on 10 June 1995. The twenty-second amendment was made on 2 March 1996. The twenty-third amendment was made on 23 May 1997. The twenty-fourth amendment was made on 4 November 1997. The twenty-fifth amendment was made on 29 May 1998. The twenty-sixth amendment was made on 24 May 1999. The twenty-seventh amendment was made on 22 June 2000. The twenty-eighth amendment was made on 5 June 2002. The twenty-nineth amendment was made on 16 June 2005. The thirtieth amendment was made on 15 June 2006. The thirty-first amendment was made on 4 June 2010. The thirty-second amendment was made on 30 June 2011. The thirty-third amendment was made on 14 June 2012. |
|---|---|
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| The thirty-fourth amendment was made on 24 June 2013. The thirty-fifth amendment was made on 28 April 2015. The thirty-sixth amendment was made on 16 December 2015. The thirty-seventh amendment was made on 4 May 2016. |
The thirty-fourth amendment was made on 24 June 2013. The thirty-fifth amendment was made on 28 April 2015. The thirty-sixth amendment was made on 16 December 2015. The thirty-seventh amendment was made on 4 May 2016. The thirty-eight amendment was made on 14 June 2023. |
|---|---|
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Attachment 7
SUNKO INK CO., LTD
Comparison Table of the “Rules of Procedures for Shareholders’ Meeting”
before and after amendments
| Document Number |
A-OR-22 | Document Name | Rules of Procedures for Shareholders’ Meeting |
|---|---|---|---|
| Revised version | 6 | Operating Date | 14/06/2023 |
| Before Amendment (5) | After Amendment (6) | ||
| Article 2 The Company shall specify the time and venue for attendance sign-ins and other imperative matters on the Notice of Shareholders’ Meeting. The aforementioned time for signing in shall be at least 30 minutes before the meeting commences. The venue for attendance sign-ins shall be indicated clearly and the sign-in process shall be handled by appropriate personnel. Shareholders and their proxies (hereinafter, the "Shareholders") shall attend the meeting with attendance card, sign-in card, or other attendance document. The proxy solicitor shall also provide identity documents for verification. The Company shall set up a signature book for attending Shareholders to sign in. Alternative, Shareholders attending the meeting shall submit the attendance card in lieu of signing in. Attendance at the meeting shall be calculated |
Article 2 The Company shall specify the time and venue for attendance sign-ins and other important notices for shareholders, solicitees, and proxy agents (hereinafter referred to as "Shareholders") on the Notice of Shareholders’ Meeting. The aforementioned time for signing in shall be at least 30 minutes before the meeting commences. The venue for attendance sign-ins shall be indicated clearly and the sign-in process shall be handled by appropriate personnel. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person. Shareholders and their proxies (hereinafter, the "Shareholders") shall attend the meeting with attendance card, sign-in card, other attendance document, or the number of shares reported on the video conferenceplatform shall |
44
based on the signature book or the received attendance card. The votes of the meeting may be exercised in writing or by electronic means. Except otherwise regulated in relevant laws and regulations, such votes shall be counted in determining the said number of shares of attending Shareholders.
The Company shall furnish attending Shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting ballots, and other meeting materials. Where there is an election of directors, election ballots shall be furnished as well.
When the government or a corporate person is a shareholder, it may be represented by more than one representative at the Meeting. When a corporate person is appointed to attend as proxy, it may designate only one person to represent it in the Meeting.
be counted. The proxy solicitor shall also provide identity documents for verification.
The Company shall set up a signature book for attending Shareholders to sign in. Alternative, Shareholders attending the meeting shall submit the attendance card in lieu of signing in. Attendance at the meeting shall be calculated based on the signature book or the received attendance card. The votes of the meeting may be exercised in writing or by electronic means. Except otherwise regulated in relevant laws and regulations, such votes shall be counted in determining the said number of shares of attending Shareholders.
The Company shall furnish attending Shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting ballots, and other meeting materials. Where there is an election of directors, election ballots shall be furnished as well.
This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
1.For physical shareholders meetings, to be distributed on-site at the meeting.
2.For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on
45
the virtual meeting platform. 3.For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform. When the government or a corporate person is a shareholder, it may be represented by more than one representative at the Meeting. When a corporate person is appointed to attend as proxy, it may designate only one person to represent it in the Meeting. In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date. In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. Article 2-1: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given
46
shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. Article 2-2: To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice: How shareholders attend the virtual meeting and exercise their rights. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is
47
obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars: To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
48
3.The notice shall also specify the appropriate alternative measures provided to shareholders who encounter difficulties participating in the virtual shareholders meeting through virtual means.
Article 3
The chairman shall call the meeting to order when a majority Shareholders are present at the Meeting. However, when the attending Shareholders do not represent half of the total number of issued shares, the chairman may postpone the time for the Meeting. No more than two such postponements, for a combined total of no more than one hour, may be made.
Article 3
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting
49
| adjourned at the virtual meeting platform. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 2. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act. |
|
|---|---|
| Article 5 The Company shall tape-record or videotape the whole process of the meeting, and properly keep the record for at least 1 year. During the meeting, the chairman may announce a recess at such time as the chairman thinks appropriate. If a shareholder files a lawsuit against the abovementioned recorded audio-visual materials, according to Article 189 of the Company Act, the documents shall be retained until the end of the litigation. |
Article 5 The Company shall tape-record or videotape the whole process of the meeting, and properly keep the record for at least 1 year. During the meeting, the chairman may announce a recess at such time as the chairman thinks appropriate. If a shareholder files a lawsuit against the abovementioned recorded audio-visual materials, according to Article 189 of the CompanyAct,the documents shall be retained |
50
| until the end of the litigation. Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting. In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform. |
|
|---|---|
| Article 6 Before speaking, a shareholder shall submit a speaker’s slip bearing his/ her name and attendance card number. The chairman shall determine the sequence of speeches by shareholders. |
Article 6 Before speaking, a shareholder shall submit a speaker’s slip bearing his/ her name and shareholder account number. The chairman shall determine the sequence of speeches by shareholders. |
| Article 8 Each shareholder shall not speak more than five minutes. Only under the permission of the chairman shall the shareholder extend his/ her speech for three more minutes. If such |
Article 8 Each shareholder shall not speak more than five minutes. Only under the permission of the chairman shall the shareholder extend his/ her speech for three more minutes. If such |
51
| shareholder goes beyond the allocated time, the chairman shall stop the shareholder from speaking. |
shareholder goes beyond the allocated time, the chairman shall stop the shareholder from speaking. Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform. |
|---|---|
| Article 11 Unless otherwise provided by the Company Act, a resolution shall be passed if it is agreed by half of the attending shareholders. When no dissenting opinion is expressed, a resolution shall be deemed passed with the same validity as agreed by voting. For issues involving the interest of specific shareholders and may jeopardize the interest of the Company as well, such shareholders shall not take part in the voting and shall not exercise voting rights as proxy for any other shareholder. |
Article 11 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by |
52
| Vote counting for proposals or elections shall be conducted in public at the place of the meeting. Immediately after the completion of vote counting, the results of the voting, including the statistical tallies of the number of votes, shall be announced on site and duly recorded. |
correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised bytheproxyin the meetingshall |
|---|---|
53
prevail. Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes,
54
| shall be announced on-site at the meeting, and a record made of the vote. For issues involving the interest of specific shareholders and may jeopardize the interest of the Company as well, such shareholders shall not take part in the voting and shall not exercise voting rights as proxy for any other shareholder. In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately. |
|
|---|---|
| Article 12 In case of an air-raid alert, the adjournment or suspension of the meeting shall be announced immediately. Shareholders shall take action to evacuate from the building and resume the meeting an hour after the alert is lifted. |
Article 12 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this |
55
| Corporation. Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair’s and secretary’s name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online. |
|
|---|---|
| Article 13 Matters not covered in this Procedures shall be governed by the Company Act and any relevant laws and regulations. |
Article 13 Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice. This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System(MOPS) |
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before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby. On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the
57
place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During this Corporation’s virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting. Article 14 Article 14 The rules herein shall be enforced after being In the event of a virtual shareholders meeting, approved at the shareholders’ meeting. The same this Corporation shall disclose real-time results shall apply to any amendments. of votes and election immediately after the end of the voting session on the virtual meeting The Rules were established on 25 May 1991. platform according to the regulations, and this The 1st Amendment was made on 5 June 2002. disclosure shall continue at least 15 minutes The 2nd Amendment was made on 14 June after the chair has announced the meeting 2012. adjourned.
The 3rd Amendment was made on 24 June 2013. The 4th Amendment was made on 4 May 2016.
Article 15
When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
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Article 16 In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session. For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the
59
postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session. During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors. When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda
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of that shareholders meeting. When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph. Article 17 In case of an air-raid alert, the adjournment or suspension of the meeting shall be announced immediately. Shareholders shall take action to evacuate from the building and resume the meeting an hour after the alert is lifted. Article 18 When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
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Article 19 The rules herein shall be enforced after being approved at the shareholders’ meeting. The same shall apply to any amendments. The Rules were established on 25 May 1991. The 1st Amendment was made on 5 June 2002. The 2nd Amendment was made on 14 June 2012. The 3rd Amendment was made on 24 June 2013. The 4th Amendment was made on 4 May 2016. The 5th Amendment was made on 14 June 2023.
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Appendix 1
SUNKO INK CO., LTD
Rules of Procedures for Shareholders Meeting
Article 1
Unless otherwise provided by law or the Articles of Incorporation, the Shareholders Meetings of the Company shall be conducted in accordance with the Rules of Procedures for Shareholders’ Meeting (hereinafter “the Rules”).
Article 2
The Company shall specify the time and venue for attendance sign-ins and other imperative matters on the Notice of Shareholders Meeting.
The aforementioned time for signing in shall be at least 30 minutes before the meeting commences. The venue for attendance sign-ins shall be indicated clearly and the sign-in process shall be handled by appropriate personnel.
Shareholders and their proxies (hereinafter, the "Shareholders") shall attend the meeting with attendance card, sign-in card, or other attendance document. The proxy solicitor shall also provide identity documents for verification.
The Company shall set up a signature book for attending Shareholders to sign in. Alternative, Shareholders attending the meeting shall submit the attendance card in lieu of signing in. Attendance at the meeting shall be calculated based on the signature book or the received attendance card. The votes of the meeting may be exercised in writing or by electronic means. Except otherwise regulated in relevant laws and regulations, such votes shall be counted in determining the said number of shares of attending Shareholders.
The Company shall furnish attending Shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting ballots, and other meeting materials. Where there is an election of directors, election ballots shall be furnished as well.
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When the government or a corporate person is a shareholder, it may be represented by more than one representative at the Meeting. When a corporate person is appointed to attend as proxy, it may designate only one person to represent it in the Meeting.
Article 3
The chairman shall call the meeting to order when a majority Shareholders are present at the Meeting. However, when the attending Shareholders do not represent half of the total number of issued shares, the chairman may postpone the time for the Meeting. No more than two such postponements, for a combined total of no more than one hour, may be made.
If the quorum is not met after two postponements, but the attending Shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted (pursuant to Article 175 of the Company Act). When the number of the attending Shareholders reaches the statutory number, the chairman shall call the meeting to order, and resubmit the tentative resolution.
Article 4
The shareholders' meeting shall proceed exactly in accordance with the agenda unless changed by the shareholders' meeting resolution. The shareholders’ meetings that are convened by the board of directors shall be chaired by the chairman. When the chairman is on leave of absence or for any reason unable to exercise the powers of the chairman, the board shall consign another delegate to be his/her proxy pursuant to the Company Act. The director who serve as chairman shall have serve his/ her post for more than six months and be familiar with the Company’s financials and operations. The same applies to the director who represents a corporate person.
The preceding paragraph shall apply mutatis mutandis where a shareholders’ meeting is convened by a party other than the board of directors.
The chairman shall not declare the meeting adjourned prior to the completion of deliberation on the meeting agenda as specified in the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting.
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If the chairman violates the rules of Procedures and announces adjournment, other members of the board of directors shall vote to elect one delegate to serve as chairman with more than half of the attending shareholders’ voting rights and continue the meeting.
Article 5
The Company shall tape-record or videotape the whole process of the meeting, and properly keep the record for at least 1 year. During the meeting, the chairman may announce a recess at such time as the chairman thinks appropriate.
If a shareholder files a lawsuit against the abovementioned recorded audio-visual materials, according to Article 189 of the Company Act, the documents shall be retained until the end of the litigation.
Article 6
Before speaking, a shareholder shall submit a speaker’s slip bearing his/ her name and attendance card number. The chairman shall determine the sequence of speeches by shareholders.
Article 7
The Meeting shall proceed in accordance with the agenda. If any shareholder violates or exceeds the scope of the discussion issue, the chairman shall stop the shareholder from speaking.
Article 8
Each shareholder shall not speak more than five minutes. Only under the permission of the chairman shall the shareholder extend his/ her speech for three more minutes. If such shareholder goes beyond the allocated time, the chairman shall stop the shareholder from speaking.
Article 9
Each shareholder shall not speak more than twice on the same discussion issue.
Article 10
The chairman shall announce the discussion closed and call for a vote, if the chairman deems it
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appropriate.
Article 11
Unless otherwise provided by the Company Act, a resolution shall be passed if it is agreed by half of the attending shareholders. When no dissenting opinion is expressed, a resolution shall be deemed passed with the same validity as agreed by voting.
For issues involving the interest of specific shareholders and may jeopardize the interest of the Company as well, such shareholders shall not take part in the voting and shall not exercise voting rights as proxy for any other shareholder.
Vote counting for proposals or elections shall be conducted in public at the place of the meeting. Immediately after the completion of vote counting, the results of the voting, including the statistical tallies of the number of votes, shall be announced on site and duly recorded.
Article 11-1
The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced onsite immediately, including the list of names of those elected as directors and the numbers of votes with which they are elected.
Article 12
In case of an air-raid alert, the adjournment or suspension of the meeting shall be announced immediately. Shareholders shall take action to evacuate from the building and resume the meeting an hour after the alert is lifted.
Article 13
Matters not covered in this Procedures shall be governed by the Company Act and any relevant laws and regulations.
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Article 14
The rules herein shall be enforced after being approved at the shareholders’ meeting. The same shall apply to any amendments.
The Rules were established on 25 May 1991.
The first amendment was made on 5 June 2002.
The second amendment was made on 14 June 2012.
The third amendment was made on 24 June 2013.
The fourth amendment was made on 4 May 2016.
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Appendix 2
SUNKO INK CO., LTD
Articles of Incorporation
Chapter 1 General Provisions
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Article 1 The Company is incorporated pursuant to the relevant regulations set forth in the Company Act with the name of SUNKO INK CO., LTD (hereinafter “the Company”).
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Article 2 The Company is engaged in the following business: 01. C301010 Yarn Spinning Mills
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C801010 Basic Industrial Chemical Manufacturing 03. C801030 Precision Chemical Materials Manufacturing 04. C801060 Synthetic Rubber Manufacturing
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C801100 Synthetic Resin & Plastic Manufacturing 06. C801110 Fertilizers Manufacturing
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C801990 Other Chemical Materials Manufacturing
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C802041 Western Medicines Manufacturing 09. C802070 Agro-Pesticides Manufacturing
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C802080 Pesticides Manufacturing
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C802100 Cosmetics Manufacturing
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C802120 Industrial Catalyst Manufacturing
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C802170 Poisonous Chemical Material Manufacturing
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C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing
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C802990 Other Chemical Products Manufacturing
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C805010 Plastic Sheets, Pipes and Tubes Manufacturing
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C805020 Plastic Sheets and Bags Manufacturing
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C805030 Plastic Made Grocery Manufacturing
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C805990 Other Plastic Products Manufacturing
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F107010 Wholesale of Paints, Varnishes and Lacquers
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-
F107020 Wholesale of Dyeing Mills and Dyestuff 22. F107040 Wholesale of Agro-Pesticides
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F107050 Wholesale of Manure 24. F107060 Wholesale of Poisonous Chemical Material
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F107080 Wholesale of Pesticides 26. F107170 Wholesale of Industrial Catalyst 27. F107190 Wholesale of Plastic Sheets and Bags 28. F107200 Wholesale of Chemical Materials 29. F107990 Wholesale of Other Chemical Materials 30. F108040 Wholesale of Cosmetics
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F207010 Retail Sale of Paints, Varnishes and Lacquers 32. F207020 Retail Sale of Dyeing Mills and Dyestuff 33. F207040 Retail Sale of Agro-Pesticides
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F207050 Retail Sale of Manure 35. F207060 Retail Sale of Poisonous Chemical Material
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F207080 Retail Sale of Pesticides
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F207170 Retail Sale of Industrial Catalyst
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F207190 Retail Sale of Plastic Sheets and Bags
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F207200 Retail Sale of Chemical Materials
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F207990 Retail Sale of Other Chemical Materials 41. F208040 Retail Sale of Cosmetics
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F211010 Retail Sale of Building Materials 43. F213080 Retail Sale of Machinery and Equipment 44. F401010 International Trade 45. ZZ99999 Except where permits are required, to run operations not forbidden or limited by laws and regulations Article 3 The Company is headquartered in Taichung City and may establish branch companies domestically or overseas at the resolution by the Board of Directors where necessary.
Article 4 The Company shall render external guarantees depending upon the business needs. The operation procedure thereof shall be handled pursuant to the Endorsement and Guarantee Procedures.
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Chapter 2 Capital Stock
Article 5 The total capital of the Company shall be in the amount of $2.5 billion, divided into 250 million shares with a par value of $10 each. The Board of Directors is authorized to conduct issuance in installments. Article 6 The shares of the Company shall be registered, which shall be signed or sealed by at least three directors, and the shares shall be appropriately serial numbered, and certified by the competent authority. Shares issued by the Company may be exempted from printing the share certificates. However, they shall be registered by the Taiwan Depository & Clearing Corporation. Article 7 (Article Deleted) Article 8 (Article Deleted) Article 9 (Article Deleted)
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Article 10 Any registration or change of shares shall not be conducted within 60 days prior to the general shareholders’ meeting, 30 days prior to the extraordinary shareholders’ meeting, or 5 days prior to the date for the distribution of dividends or other interests by the Company.
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Article 11 The share related affairs of the Company shall be conducted pursuant to the relevant rules and regulations prescribed by the competent authority.
Chapter 3 Shareholders Meeting
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Article 12 There are two types of shareholders’ meetings: the general meetings and the extraordinary meetings.
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(1) General meetings shall be held within 6 months after the end of each fiscal year.
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(2) The Extraordinary Meetings shall be duly convened, if necessary, in accordance with the relevant laws.
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Article 13 Pursuant to Article 177 of the Company Act and Article 25-1 of Securities Exchange Act, a shareholder may appoint a proxy to attend the meeting on his/ her behalf. A signed or sealed proxy letter shall be given upon appointing a proxy.
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Article 14 The chairman shall be the chairperson of the shareholders’ meetings. In case the chairman is absent, he/she may designate one director to act as a proxy. In case where no designation of proxy is made, the Directors shall elect the chairperson amongst themselves.
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Article 15 Except under the circumstances set forth in the Company Act, each shareholder shall be entitled one voting right for each share.
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Article 16 The shareholders' meeting shall proceed exactly in accordance with the agenda unless changed by the shareholders' meeting.
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Unless otherwise provided by the Company Act, a resolution shall be passed if it is agreed by the majority of the attending shareholders, and such attending shareholders shall present more than half of the number of shares issued.
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Article 17 Pursuant to Article 183 of the Company Act. Resolutions adopted by the Shareholders’ Meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all the shareholders within 20 days after the shareholders’ meeting.
The meeting minute shall contain information such as the time and venue of the meeting, name of the chairman of the meeting, and a summary and outcome of all proceedings of the meeting.
Chapter 4 Board of Directors
- Article 18 The Company shall have five to nine Directors.
The term of office for Directors shall be three years and the Directors shall be eligible for re-elections.
The election of the Directors shall adopt the candidate nomination system. The shareholders shall elect the Directors from the list of candidates given by the Company.
Relevant matters of the professional qualification, nomination and election as well as other necessary requirements shall comply with the Company Act, Securities Exchange Act, and other relevant laws and regulations.
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The Company shall purchase liability insurance for directors with respect to their liabilities based on their duties and terms.
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Article18-1 Pursuant to Article 14-2 of the Securities Exchange Act, among the directors, there shall be no less than three Independent Directors. The number of Independent Directors shall be no less than one fifth of the directors.
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Each share shall have voting rights in number equal to the directors to be elected, and such rights can be combined to vote for one candidate or divided to vote for several candidates. The candidate whom the most votes cast for shall be the Director. Elections for independent and nonindependent directors shall be held at the same time but counted and elected separately.
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Article18-2 Pursuant to Article 14-4 of the Securities Exchange Act, the Company shall establish Audit Committee, consisting of all Independent Directors. Duties and rules to abided by of the Audit Committee shall be conducted in accordance to the Company Act, the Securities Exchange Act, the Articles of Incorporation and other relevant laws and regulations.
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Article 19 When one third of the Board become vacant or when all the Independent Directors are discharged, the Board shall convene an extraordinary shareholders meeting within 60 days to re-elect, and the tenure thereof shall be the remaining terms of the vacancy.
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When an Independent Director is discharged from his/ her position, the Board shall fill the vacancy during the next shareholders meeting.
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Article 20 When new directors are not elected in time before the expiration of the tenure of the existing directors, the said tenure shall be extended until the new directors are elected and assumed their office.
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Article 21 The directors shall form a Board of Directors. The chairman and vice chairman shall be elected by and from among the directors with the attendance of more than two-thirds of the directors. The chosen chairman shall conduct all the business of the Company pursuant to the laws and regulations, Articles of Incorporation and resolutions adopted at the shareholders’ meetings and directors’ meetings.
Article21-1 Directors of this Company are not restricted to the “non-compete clause” from Article 209 of the Company Act. This article is only applicable to
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Article 2-11 to 2-23 of the Articles of Incorporation. Also, one shall explain to the shareholders meeting about the contents of such action and obtain approvals from the shareholders.
Article 22 The business policies and other important matters shall be determined by the Board.
Except for the first meeting of each term of the Board, which shall be convened and presided pursuant to Article 203 of the Company Act, all other Board meetings shall be convened and presided by the chairman. When the chairman is unable to perform his/ her duties, he/ she may designate a director to act on his/ her behalf. In case there is no appointed delegate, the directors shall elect one from among themselves.
Article 23 Unless otherwise provided in the Company Act, the Board meetings shall be attended by a majority of the directors. When a director cannot attend the meeting, he/ she may appoint another director to act on his/ her behalf, by presenting a power of attorney stating the scope of authorization regarding each matter proposed to be dealt with at the meeting, provided that such appointment shall be limited to one director only.
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Article23-1 The Board meeting shall be convened at least once every three months. The notices of meeting shall indicate the subjects of the meeting and be delivered to all Directors seven days prior to the scheduled date. When urgent, a meeting may be convened at any time. The notices of meeting shall be sent by means of fax or email.
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Article 24 Resolutions at a Board meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all Directors within 20 days after the Board meeting and shall contain information such as a summary and outcome of all proceedings of the meeting.
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Article 25 The Company shall abolish the supervisor procedures when establishing an Audit Committee. The Audit Committee or its members shall be responsible for performing duties that are provided under the Company Act, Securities and Exchange Act, and other relevant laws and regulations.
Article25-1 Whether the Company makes profit or not, the Board shall give compensation to the directors who have performed their duties. The Board is authorized to decide the compensation to directors according to his/her
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contribution to the operation and involvement in the operation of the Company, comparable to peers’ levels.
Chapter 5 Managers and Personnel
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Article 26 The Company shall appoint one or more managers. The appointment, removal, and compensation of the managers shall be approved by more than 50% of the attending directors who shall be more than 50% of all directors.
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Article 27 The Company may, by resolution of the Board, retain consultants or key officers. (Pursuant to Article 23.)
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Article 28 Appointment of other personnel shall be arranged according to the Company Personnel Rules and Procedures.
Chapter 6 Accounting
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Article 29 The Board shall prepare the following reports after the end of each fiscal year and submit to the Audit Committee for auditing thirty days prior to the general shareholders’ meeting for their ratifications.
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(1) Business Report
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(2) Financial Statements
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(3) Proposal of distribution of earnings or Covering of losses.
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Article 30 If the Company has profits in a fiscal year, it shall set aside 3% of the profits as employee bonuses and nor more than 1% of the profit as director compensation. However, if the Company has accumulated losses, it shall first reserve a certain amount for offsetting losses, then allocate for the employee bonuses and director compensation proportionally from the remaining amount.
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Employees bonuses shall be distributed in forms of stock or cash.
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Both employees’ bonuses and directors compensation are resolved by over half of the votes at a Board of Directors meeting attended by at least two-thirds of the total number of directors and shall be reported to the shareholders’ meeting.
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Article30-1 When allocating the earnings, the Corporation shall first estimate and reserve the taxes to be paid, offset its losses, set aside a legal capital reserve at 10% of the remaining earnings provided that the amount of accumulated legal capital reserve has not reached the amount of the paidin capital of the Corporation, then set aside a special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge. The Board shall submit proposals to the shareholders’ meeting for resolution.
Except under conditions governed by the Company Act and the Articles of Incorporation, concerning the concept of going concern, distribution of earnings shall be proposed during the shareholders’ meeting each year, depending on the business results, financial status, and capital planning. The total amount of dividends shall be less than 20% of amount of cash dividends distributed.
Chapter 7 Supplementary Provisions
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Article 31 The Board shall determine the company bylaws and the detailed procedures.
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Article 32 Issues that are not fully addressed in the Articles of Incorporation shall be processed in accordance with the Company Act and other relevant rules and regulations.
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Article 33 These Articles of Incorporation were established on 11 December 1974. The first amendment was made on 30 June 1975. The second amendment was made on 18 May 1976. The third amendment was made on 30 August 1977.
The fourth amendment was made on 10 November 1978. The fifth amendment was made on 5 September 1980. The sixth amendment was made on 14 October 1980. The seventh amendment was made on 4 April 1981. The eighth amendment was made on 2 August 1981. The nineth amendment was made on 5 May 1985. The tenth amendment was made on 19 June 1986.
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The eleventh amendment was made on 30 June 1987. The twelfth amendment was made on 15 August 1988. The thirteenth amendment was made on 3 September 1989. The fourteenth amendment was made on 17 October 1990. The fifteenth amendment was made on 25 May 1991. The sixteenth amendment was made on 27 June 1992. The seventeenth amendment was made on 12 June 1993. The eighteenth amendment was made on 14 May 1994. The nineteenth amendment was made on 12 August 1994. The twentieth amendment was made on 17 May 1995. The twenty-first amendment was made on 10 June 1995. The twenty-second amendment was made on 2 March 1996. The twenty-third amendment was made on 23 May 1997. The twenty-fourth amendment was made on 4 November 1997. The twenty-fifth amendment was made on 29 May 1998. The twenty-sixth amendment was made on 24 May 1999. The twenty-seventh amendment was made on 22 June 2000. The twenty-eighth amendment was made on 5 June 2002. The twenty-nineth amendment was made on 16 June 2005. The thirtieth amendment was made on 15 June 2006. The thirty-first amendment was made on 4 June 2010. The thirty-second amendment was made on 30 June 2011. The thirty-third amendment was made on 14 June 2012. The thirty-fourth amendment was made on 24 June 2013. The thirty-fifth amendment was made on 28 April 2015. The thirty-sixth amendment was made on 16 December 2015. The thirty-seventh amendment was made on 4 May 2016.
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Appendix 3
SUNKO INK CO., LTD
Shareholdings of All Directors
As of 16 April 2022
| As | of 16 April 202 | ||
|---|---|---|---|
| Title | Name | Number of Shares Held | Shareholding (%) |
| Chairman | KT Investment Company, Limited |
10,801,010 |
5.84% |
| Director | Chiaoli Investment Company, Limited |
6,503,902 |
3.52% |
| Independent Director | LI, SHIH-JEN | 0 | 0.00% |
| Independent Director | TSOU, YEN-CHUNG | 0 | 0.00% |
| Independent Director | LIN, YEN-TING | 0 | 0.00% |
| Shareholdings of all directors | 17,304,912 | 9.01% | |
| Note: The number of shares legally required to be held by all directors: 11,093,045 shares. The number of shares legally required to be held (as of 16 April 2022) by all Directors: 17,304,912 shares The percentage of shareholding of all directors, other than three independent directors, shall be decreased to 80%. |
The number of shares legally required to be held (as of 16 April 2022) by all Directors: 17,304,912 shares
The percentage of shareholding of all directors, other than three independent directors, shall be decreased to 80%.
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