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Transcend — AGM Information 2018
Jun 27, 2018
52092_rns_2018-06-27_58223aa8-2efa-4ee7-8fe2-18bbde4f124d.pdf
AGM Information
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Meeting Notice
for
Annual Shareholders’ Meeting
(Summary Translation)
The 2018 Annual Shareholder’s Meeting (the “Meeting”) of Transcend Information, Inc. (the “Company”) will be convened at 9:00 a.m., Thursday, June 14, 2018 at the Company Headquarters (located in No. 70, XingZhong Rd., NeiHu Dist., Taipei 114, Taiwan).
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The agenda for the Meeting is as follows:
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I. Report Items
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(1) To report the business of 2017.
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(2) Audit Committee’s review report.
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(3) To report 2017 employees’ profit sharing bonus and directors’ compensation.
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(4) The status of guarantees provided by the Company as of the end of 2017.
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II. Proposed Items
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(1) Adoption of 2017 Business Report and Financial Statements.
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(2) Adoption of the proposal for distribution of 2017 earnings.
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III. Discussion and Election Items
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(1) To approve cash distribution from capital surplus.
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(2) Election of directors.
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(3) To release the prohibition on directors from participation in competing business.
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IV. Other Business and Special Motion
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The major items of the proposal for distribution of 2017 profits adopted at Board of Directors meeting are as follows:
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I. Cash dividends to common shareholders: Totaling NT$2,498,417,715. Each common shareholder will be entitled to receive a cash dividend of NT$5.80 per share.
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II. Cash distributions from capital surplus: Totaling NT$86,152,335. Each common shareholder will be entitled to receive NT$0.20 per share.
This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.
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The information of the proposal for election of directors:
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I. 9 directors (including 3 independent directors) shall be elected.
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II. The nomination list of directors:
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i)Non-independent directors- SHU CHUNG-WAN, SHU CHUNG-CHENG, CHUI LI-CHU, WANG JEN-MING, HSU CHIA-HSIAN, LI TSENG-HO.
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ii)Independent directors- WANG YI-HSIN, CHEN YI-LIANG, CHEN LO-MIN.
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III. Please refer to the following website for education and experience of candidates: (http://mops.twse.com.tw).
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Please refer to appendix on next page for the major information of the proposal to release the prohibition on directors from participation in competing business.
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Enclosed please find each one copy of the Notice of Attending the Regular Shareholders’ Meeting and a Proxy Letter for your disposal. If you wants to participate in the said meeting personally, please sign or affix your seal on the said Notice of Attending the Regular Shareholders’ Meeting and bring it to the meeting place on the meeting day to report your attendance; If you want to assign a proxy to attend the said meeting, please fill out the attached Proxy Letter indicating the name and address of the agent appointed by you and provide your personal signature or seal on the Proxy Letter and mail the Proxy Letter within five days prior to the calling of the shareholders’ meeting to the Agency of our Stock Capitals , the Transfer Agency Department of CTBC Bank, so that the Company can send out the Meeting Attendance Admission (or Attendance Signature Card) to you.
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Shareholders may exercise electronic voting at the Meeting. The period would be from May 15, 2018 to June 11, 2018. Please log in Taiwan Depository & Clearing Corporation “E-voting platform for shareholders” (https://www.stockvote.com.tw) and follow the instructions.
Yours faithfully, Board of Directors, Transcend Information, Inc.
This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.
Major information of the proposal to release the prohibition on directors from participation in competing business:
| Category | Name | Concurrent Position |
|---|---|---|
| Director | SHU CHUNG-WAN |
■Chairman of Taiwan IC Packaging Corporation ■Director of C-TECH Corporation ■Representative juristic person of - Hitron Technologies Inc. - WK Technology Fund VI Ltd. - WK Technology Fund VII Ltd. - WK Technology Fund VIII Ltd. |
| Director | SHU CHUNG-CHENG |
■Chairman of - C-TECH Corporation - Cheng Chuan Technology Development Inc. - Shu Min Investment Inc. ■Director of - Wan An Technology Inc. - Won Chin Investment Inc. - Wan Min Investment Inc. - Wan Chuan Investment Inc. -Supreme Electronics Co., Ltd. ■Consultant of Taiwan IC Packaging Corporation |
| Independent Director |
WANG YI-HSIN |
■Independent Director of United BioPharma Inc. ■Director of First Financial Holding Co. Ltd. ■Chairman of Accounting Research and Development Foundation ■President of the Trend Research Foundation ■Chairman of the Institute of Internal Auditors |
| Independent Director |
CHEN YI-LIANG |
■Director of Homeyen Networks. Co., Ltd. ■Director of Tai Hwa Oil Industrial Co., Ltd. ■Independent Director of Lextar Electronics Corporation |
| Independent Director |
CHEN LO-MIN |
■Independent Director of Hitron Technologies Inc. |
This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.