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T.S.M.C. — AGM Information 2024
Jun 13, 2024
51769_rns_2024-06-13_5e327bc3-55c9-45c1-bd2a-e640024f22f5.pdf
AGM Information
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(Stock Code: 1310)
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Taiwan Styrene Monomer Corporation
1[st ] Special Shareholders Meeting for 2024
Meeting Handbook (Translation)
March 15, 2024
Meeting Type: Physical Meeting
Venue: 8F., No.11, Zhongshan S. Rd., Zhongzheng Dist., Taipei City, Taiwan (CHANG YUNG-FA FOUNDATION International Convention Center)
Contents
| Page | |
|---|---|
| I. | Meeting Procedure.....................................................................1 |
| II. | Meeting Agenda ..........................................................................2 |
| III. | Matters of Discussion.................................................................. 3 |
| IV. | Extemporary Motions..................................................................7 |
| V. | Attachments.............................................................................. 8 |
| 1.List of potential subscribers ................................................... 9 | |
| 2.Among the list of potential subscribers, if they are legal persons, | |
| their top 10 shareholders and the relationship with the Company . 12 | |
| VI. | Appendix .............................................................................. 34 |
| 1.Article of Incorporation ....................................................... 35 | |
| 2.Rules and Procedures of Shareholders' Meeting ....................... 43 | |
| 3.Shareholding Status of the Directors ..................................... 58 |
Meeting Procedure
I. Call Meeting to Order
II. Chairman’s Remarks
-
III. Matters of Discussion
-
IV. Extemporary Motions
V. Meeting Adjourned
- 1 -
Meeting Agenda
Time: 9:30 a.m., March 15, 2024
Venue: 8F., No.11, Zhongshan S. Rd., Zhongzheng Dist., Taipei City, Taiwan (CHANG YUNG-FA FOUNDATION International Convention Center)
- I. Call Meeting to Order
II. Chairman’s Remarks
- III. Discussion Matters
The Company’s proposal for cash capital increase by private placement of common stock
-
IV. Extemporary Motions
-
V. Meeting Adjourned
-
2 -
Matters of Discussion
1. The Company’s proposal for cash capital increase by private placement of common stock.
(Proposed by the Board of Directors)
Explanatory Notes :
In order to supplement working capital and repay bank borrowings for ensuring long-term operation and business development, the company proposes to increase cash capital by private placement of common stock in accordance with Article 43-6 of the Securities and Exchange Act.
Based on the market conditions and the Company's operational needs, this case is proposed to be submitted to the Special Shareholders Meeting to authorize the Board of Directors to handle once (or no more than three times) within one year from the date of resolution of the Special Shareholders Meeting.
-
Conditions of issuance
-
I. Number of shares privately placed: No more than 50,000 thousand shares.
-
II. Par value per share: NTD$10 per share.
-
III. Total private placement amount: The Board of Directors is authorized for determination based on the actual private placement situation.
-
Pricing basis of private placement and its reasonableness
-
I. The price per share for Company’s private placement shall not be lower than 80% of the reference price. The reference price is determined based on the higher of the following two calculations:
-
i. The simple average closing price of the common shares of the TWSE listed or TPEx listed company for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
-
ii. The simple average closing price of the common shares of the TWSE listed or TPEx listed company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.
-
-
3 -
-
II. Pricing date, actual reference price and actual issuance price: It is proposed to be submitted to the Special Shareholders Meeting to authorize the Board of Directors to determine in accordance with the above provisions that is subject to market conditions, objective conditions and the circumstances of specific persons to be negotiated in the future. The private placement price is determined in compliance with legal requirements and with reference to the company's current situation and future prospects, as well as the three-year transfer restriction on private placement under the Securities and Exchange Act, which should be reasonable.
- However, if the private placement price is lower than the face value of the stock due to the aforementioned pricing method and cause the Company to incur accumulated losses, the company will do capital reduction, surplus or capital reserve to make up for the losses depending on the Company's operation status and market condition in the future.
-
Approach to choose the specific person: The counterparties for this private placement shall meet the qualifications for specific persons listed in Article 43-6 of the Securities and Exchange Act, and approved document number 1120383220 of Financial Supervisory Commission, dated on Sep. 12, 2023. The primary consideration will be those that will directly or indirectly benefit the company's future operations.
-
Matters related to the negotiation of specific persons are proposed to be submitted to the Special Shareholders Meeting for authorization to the chairperson.
-
I. Approach to choose and the purpose of subscribers: In order to ensure long-term operation and business development, legal person with a considerable understanding of the company's operations will be selected as subscribers. Their long-term support will help the company generate direct or indirect benefits, strengthen the company's business development, technology improvement, cost reduction or product integrated development benefits to enhance sustainable operating capabilities.
-
II. The list of potential subscribers of the private placement of common stock, please refer to page 9~11 of this manual (Attachment 1).
-
III. Among the list of potential subscribers, if they are legal persons, their top 10 shareholders and the relationship with the Company, please refer to page 12~33 of this manual (Attachment 2).
-
4 -
-
Necessary reasons for handling private placement:
-
I. Reason for conducting non-public offering:
- Considering the timeliness, feasibilityof fundraising, issuance cost, the previous year (2022) operating status and the threeyear transfer restriction on private placement, it can ensure the long-term cooperation between the Company and investors, and strengthen the company's long-term operating condition which has positive benefits for shareholders' rights and interests.
-
II. Amount of private placement:
Within the quota of 50,000 thousand shares of common stock, it is proposed to be handled once (or no more than three times) within one year from the date of resolution of the Special Shareholders Meeting.
-
III. Use of the funds raised in this private placement and expected benefit: Depends on the market and the situation of the specific persons, the private placement funds will be used for supplementing working capital or repaying bank borrowings, in order to strengthen the financial structure and debt solvency to ensure the Company's longterm operational development, and improve operational efficiency.
-
Rights and obligations of these new shares privately placed:
The rights and obligations of the new private placement shares are the same as the ordinary shares that Company has already issued. However, in accordance with the provisions of the Securities and Exchange Act, the new shares in this private placement may not be freely transferred within three years from the date of delivery, except for the transfer objects specified in Article 43-8 of the Securities and Exchange Act. Those may be transferred within three years from the date of delivery by appling to the competent authority for supplementary public offering in accordance with relevant laws and regulations.
-
Any other matters that need to be specified:
-
I. In addition to the pricing of this private placement, the issuance conditions, issuance price, amount of shares to be issued, planned projects, fund utilization progress and other related matters will be finalized by the resolution of the Special Shareholders Meeting. If there are changes in laws or any amendments are needed due to modification in objective factors,
-
5 -
it is planned to submit to the Special Shareholders Meeting to authorize the Board of Directors to handle.
-
II. It is proposed to be submitted to the Special Shareholders Meeting for approval and authorize the chairperson or designated person to sign all contracts or documents related to the issuance of this private placement on behalf of the Company.
-
III. In accordance with the provisions of Article 43-6 of the Securities and Exchange Act regarding the Company's private placement, please refer to MOPS and the Company's website for details of matters that should be declared.
Resolution :
- 6 -
Extemporary Motions
Meeting Adjourned
- 7 -
Attachments
-
List of potential subscribers
-
Among the list of potential subscribers, if they are legal persons, their top 10 shareholders and the relationship with the Company
-
8 -
【 Attachment 1 】
List of potential subscribers
| Series | Potential subscribers | Relationship with the Company |
|---|---|---|
| 1 | CHUN YU WORKS & CO., LTD. |
(1) The Company's legal person as director and the top 10 shareholder. (2) The person in charge, Chi-Tai Chen, is the representative of the legal person as director. (3) Joseph Wang, the director, is the representative of the legal person as director of the Company; Chin-Chen Chien, the independent director, is the independent director of the Company. (4) The person in charge of the legal person as director, Parkland Investment CO., LTD., Chi-Tai Chen, is the representative of the legal person as director of the Company. (5) The person in charge of the legal person as director, TAIWAN STEEL CO., LTD., Joseph Wang is the representative of the legal person as director of the Company. (6) Holds 100% of shares of CHUN BANG PRECISION CO.,LTD., CHUN YU INVESTMENT CORPORATION LTD. and CHUN YU BIO-TECH CORP. |
| 2 | CHUN BANG PRECISION CO.,LTD. |
(1) 100%-owned subsidiary of CHUN YU WORKS & CO., LTD. (2) Chi-Tai Chen, the representative of the legal person as director of the Company, is the same as the person in charge of CHUN YU WORKS & CO., LTD. (3) Chi-Tai Chen and Joseph Wang, the directors of the Company, are the representative of the legal person as director of the Company. (4) The top 10 shareholder of the Company. |
| 3 | CHUN YU INVESTMENT CORPORATION LTD. |
(1) 100%-owned subsidiary of CHUN YU WORKS & CO., LTD. (2) Chi-Tai Chen, the representative of the legal person as director of the Company, is the same as the person in charge of CHUN YU WORKS & CO., LTD. (3) Chi-Tai Chen and Joseph Wang, the directors of the Company, are the representative of the legal person as director of the Company. (4) The top 10 shareholder of the Company. |
- 9 -
| Series | Potential subscribers | Relationship with the Company |
|---|---|---|
| 4 | CHUN YU BIO-TECH CORP. |
(1) 100%-owned subsidiary of CHUN YU WORKS & CO., LTD. (2) Chi-Tai Chen, the representative of the legal person as director of the Company, is the same as the person in charge of CHUN YU WORKS & CO., LTD. (3) Chi-Tai Chen and Joseph Wang, the director of the Company, is the representative of the legal person as directorofthe Company. |
| 5 | HE YANG INVESTMENT CORPORATION LTD. |
(1) The person in charge, Joseph Wang, is the representative of the legal person as director of the Company. (2) The top 10 shareholders of the Company |
| 6 | OFCO INDUSTRIAL CORPORATION |
(1) TAIWAN STYRENE INVESTMENT CO., LTD., the director, is the legal person as director of the Company. (2) The chairperson, TAIWAN STEEL CO., LTD., is Joseph Wang who is the representative of the legal person as director of the Company. (3) Chi-Tai Chen, the director, is the representative of the legal person as director of the Company. (4) Jun-Yi Huang, the person in charge, is the spouse of the person in charge of the representative of the legal person as director, TAIWAN STYRENE INVESTMENT CO., LTD. |
| 7 | GOLDEN WIN STEEL INDUSTRIAL CORP. |
The person in charge of the legal person as director, GLORIA MATERIAL TECHNOLOGY CORP., is Joseph Wang who is the representative of the legal person as director of the Company. |
| 8 | E-TOP METAL CO., LTD. | E-TOP METAL CO., LTD. is the parent company of E-SHENG STEEL CO., LTD. (Hold 100% of shares), 100%-owned subsidiary of E-SHENG STEEL CO., LTD. – E-TONG-YUAN Investment CO., LTD. is the parent company of JIN ZHI-HONG Investment CO., LTD., the legal person as director of the Company. (Hold 100% of shares.) The former top 10 shareholder of TAIWAN STYRENE INVESTMENT CO., LTD., the legal person as director of the Company. |
- 10 -
| Series | Potential subscribers | Relationship with the Company |
|---|---|---|
| 9 | E-SHENG STEEL CO., LTD. |
100%-owned subsidiary of E-SHENG STEEL CO., LTD. – E-TONG-YUAN Investment CO., LTD. is the parent company of JIN ZHI-HONG Investment CO., LTD., the legal person as director of the Company. (Hold 100% of shares.) The former top 10 shareholder of TAIWAN STYRENE INVESTMENT CO., LTD., the legal person as director of the Company. |
| 10 | CHUAN PU INVESTMENT HOLDING CO., LTD. |
Jeff Chen, the person in charge, is the representative of the legal person as director of the Company. |
| 11 | WEN TENG INVESTMENT CORPORATION LTD. |
Jeff Chen, the director, is the representative of the legal person as director of the Company. |
| 12 | TAN PU ENTERPRISE CO., LTD. |
Jeff Chen, the director, is the representative of the legal person as director of the Company. |
| 13 | RUEN-CHENG CO., LTD. | Jeff Chen, the director, is the representative of the legal person as director of the Company. |
| 14 | TAN-RUEN CO., LTD. | Jeff Chen, the director, is the representative of the legal person as director of the Company. |
| 15 | AN CHIN DEVELOPMENT INC. |
(1) The legal person as director of the Company (Representative : Din-Rei Hsu) (2) KAI JIANG CO., LTD., the chairman, is legal person as director of the Company, and its person in charge, Ling-Ling Sun, is the third-degree relatives of the representative of the legal person as director of the Company, Chi-Yao Sun. |
| 16 | KAI JIANG CO., LTD. | (1) The legal person as director of the Company (Representative : Chi-Yao Sun) (2) The person in charge, Ling-Ling Sun is the third-degree relatives of the representative of the legal person as director of the Company, Chi-Yao Sun. |
- 11 -
【 Attachment 2 】
Among the list of potential subscribers, if they are legal persons, their top 10 shareholders and the relationship with the Company
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| CHUN YU WORKS & CO., LTD. |
Parkland Investment CO., LTD. |
27.87% | (1) The person in charge, Chi- Tai Chen, is the representative of the legal person as director of the Company. (2) The legal person of CHUN YU WORKS & CO., LTD. |
| KINGS ASSET MANAGEMENT CO.,LTD. |
9.43% | The person in charge, Joseph Wang, is the representative of the legal person as director of the Company. |
|
| CHUN YU INVESTMENT CORPORATION LTD. |
7.75% | (1) 100%-owned subsidiary of CHUN YU WORKS & CO., LTD. (2) Chi-Tai Chen, the representative of the legal person as director of the Company, is the same as the person in charge of CHUN YU WORKS & CO., LTD. (3) Chi-Tai Chen and Joseph Wang, the directors of the Company, are the representative of the legal person as director of the Company. (4) The top 10 shareholder of the Company. |
|
| YI TAI SHEN CO., LTD. |
4.89% | None | |
| SHENG-SHANG Investment CO., LTD. |
4.22% | None | |
| Jing-Qi, Zhang | 2.36% | None | |
| Yu-Qi, Zhang | 1.92% | None | |
| Shih-He, Lee | 1.31% | Director of CHUN YU WORKS & CO.,LTD. |
|
| De-Bin, Sun | 1.04% | None |
- 12 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| E-SHENG STEEL CO., LTD. |
1.02% | 100%-owned subsidiary of E- SHENG STEEL CO., LTD. – E- TONG-YUAN Investment CO., LTD. is the parent company of JIN ZHI-HONG Investment CO., LTD., the legal person as director of the Company. (Hold 100% of shares.) The former top 10 shareholder of TAIWAN STYRENE INVESTMENT CO., LTD., the legal person as director of the Company. |
|
| CHUN BANG PRECISION CO., LTD. |
CHUN YU WORKS & CO., LTD. |
100% | (1) The Company's legal person as director and the top 10 shareholder. (2) The person in charge, Chi- Tai Chen, is the representative of the legal person as director. (3) Joseph Wang, the director, is the representative of the legal person as director of the Company; Chin-Chen Chien, the independent director, is the independent director of the Company. (4) The person in charge of the legal person as director, Parkland Investment CO., LTD., Chi-Tai Chen, is the representative of the legal person as director of the Company. The person in charge of the legal person as director, TAIWAN STEEL CO., LTD., Joseph Wang is the representative of the legal person as director of the Company. (5) 100% shareholder of CHUN BANG PRECISION CO., LTD., CHUN YU INVESTMENT CORPORATION LTD. and CHUN YU BIO-TECH CORP. |
- 13 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| CHUN YU INVESTMENT CORPORATION LTD. |
CHUN YU WORKS & CO., LTD. |
100% | (1) The Company's legal person as director and the top 10 shareholder. (2) The person in charge, Chi- Tai Chen, is the representative of the legal person as director. (3) Joseph Wang, the director, is the representative of the legal person as director of the Company; Chin-Chen Chien, the independent director, is the independent director of the Company. (4) The person in charge of the legal person as director, Parkland Investment CO., LTD., Chi-Tai Chen, is the representative of the legal person as director of the Company. The person in charge of the legal person as director, TAIWAN STEEL CO., LTD., Joseph Wang is the representative of the legal person as director of the Company. (5) 100% shareholder of CHUN BANG PRECISION CO.,LTD., CHUN YU INVESTMENT CORPORATION LTD. and CHUN YU BIO-TECH CORP. |
- 14 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| CHUN YU BIO- TECH CORP. |
CHUN YU WORKS & CO., LTD. |
100% | (1) The Company's legal person as director and the top 10 shareholder. (2) The person in charge, Chi- Tai Chen, is the representative of the legal person as director. (3) Joseph Wang, the director, is the representative of the legal person as director of the Company; Chin-Chen Chien, the independent director, is the independent director of the Company. (4) The person in charge of the legal person as director, Parkland Investment CO., LTD., Chi-Tai Chen, is the representative of the legal person as director of the Company. The person in charge of the legal person as director, TAIWAN STEEL CO., LTD., Joseph Wang is the representative of the legal person as director of the Company. (5) 100% shareholder of CHUN BANG PRECISION CO.,LTD., CHUN YU INVESTMENT CORPORATION LTD. and CHUN YU BIO-TECH CORP. |
- 15 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| HE YANG INVESTMENT CORPORATION LTD. |
GLORIA MATERIAL TECHNOLOGY CORP. |
49.01% | (1) The chairperson, TAIWAN STEEL CO., LTD., is Joseph Wang who is the representative of the legal person as director of the Company.. (2) S-TECH Investment CO., LTD., the legal person as director is a 100%-owned subsidiary of Parkland Investment CO., LTD.; the person in charge of S-TECH Investment and Parkland Investment, Chi-Tai Chen, is the representative of the legal person as director of the Company.(S-TECH Investment CO., LTD. and Parkland Investment CO., LTD. were eliminated after the merger, and the latter was the surviving company.) (3) Wen-Yuan Lin, the director, is the representative of the legal person as director and the person in charge of the Company. (4) Chin-Chen Chien and Tzu- Meng Liu, the independent directors, are the independent directors of the Company. |
| GOLDEN WIN STEEL INDUSTRIAL CORP. |
25.89% | The person in charge of the legal person as director, GLORIA MATERIAL TECHNOLOGY CORP., is Joseph Wang who is the representative of the legal person as director of the Company. |
- 16 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| S-TECH CORP. | 18.09% | (1) The person in charge, Joseph Wang, is the representative of the legal person as director of the Company. (2) The legal person as director of GLORIA MATERIAL TECHNOLOGY CORP. and TAIWAN STEEL CO., LTD., Joseph Wang, is the representative of the legal person as director of the Company. (3) S-TECH Investment CO., LTD., the legal person as director of GLORIA MATERIAL TECHNOLOGY CORP., is a 100%-owned subsidiary of Parkland Investment CO., LTD.; the person in charge of S-TECH Investment and Parkland Investment, Chi-Tai Chen, is the representative of the legal person as director of the Company.(S-TECH Investment CO., LTD. and Parkland Investment CO., LTD. were eliminated after the merger, and the latter was the surviving company.) (4) Wen-Yuan Lin, the director of GLORIA MATERIAL TECHNOLOGY CORP., is the representative of the legal person as director and the person in charge of the Company; Chin-Chen Chien and Tzu-Meng Liu, the independent directors of GLORIA MATERIAL TECHNOLOGY CORP., are the independent directors of the Company. |
|
| Fuji Industries CO.,LTD. |
3.20% | None | |
| Xing-Shi,Chen | 2.60% | None |
- 17 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| De-Zhi,Chen | 0.60% | None | |
| Ji-Zhi,Chen | 0.60% | None | |
| OFCO INDUSTRIAL CORPORATION |
TAIWAN STEEL CO., LTD. |
11.99% | (1) The person in charge, Joseph Wang, is the representative of the legal person as director of the Company. (2) The top 10 shareholder of the Company. |
| E-TOP METAL CO., LTD. |
6.87% | E-TOP METAL CO., LTD. is the parent company of E-SHENG STEEL CO., LTD. (Hold 100% of shares), 100%-owned subsidiary of E-SHENG STEEL CO., LTD. – E-TONG-YUAN Investment CO., LTD. is the parent company of JIN ZHI- HONG Investment CO., LTD., the legal person as director of the Company. (Hold 100% of shares.) The former top 10 shareholder of TAIWAN STYRENE INVESTMENT CO., LTD., the legal person as director of the Company. |
|
| E-SHENG STEEL CO., LTD. |
5.50% | 100%-owned subsidiary of E- SHENG STEEL CO., LTD. – E- TONG-YUAN Investment CO., LTD. is the parent company of JIN ZHI-HONG Investment CO., LTD., the legal person as director of the Company. (Hold 100% of shares.) The former top 10 shareholder of TAIWAN STYRENE INVESTMENT CO., LTD., the legal person as director of the Company. |
|
| Zong-Han,Yang | 2.07% | None |
- 18 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| XXENTRIA TECHNOLOGY MATERIALS CO., LTD. |
1.53% | None | |
| Yi-Li, Fang | 1.51% | None | |
| S-TECH Investment CO., LTD. |
1.22% | (1) The person in charge, Chi- Tai Chen, is the representative of the legal person as director of the Company. (2) 100%-owned subsidiary of Parkland Investment CO., LTD.; the person in charge of Parkland Investment, Chi-Tai Chen, is the representative of the legal person as director of the Company. |
|
| Yan-Wen, He | 1.18% | None | |
| GOLDEN WIN STEEL INDUSTRIAL CORP. |
1.03% | The person in charge of the legal person as director, GLORIA MATERIAL TECHNOLOGY CORP., is Joseph Wang who is the representative of the legal person as director of the Company. |
|
| Fu-Cai, Liu | 1.00% | None | |
| GOLDEN WIN STEEL INDUSTRIAL CORP. |
GLORIA MATERIAL TECHNOLOGY CORP. |
46.12% | (1) The chairperson, TAIWAN STEEL CO., LTD., is Joseph Wang who is the representative of the legal person as director of the Company. (2) S-TECH Investment CO., LTD., the legal person as director is a 100%-owned subsidiary of Parkland Investment CO., LTD.; the person in charge of S-TECH Investment and Parkland Investment, Chi-Tai Chen, is the representative of the legal person as director of |
- 19 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| the Company. (S-TECH Investment CO., LTD. and Parkland Investment CO., LTD. were eliminated after the merger, and the latter was the surviving company.) (3) Wen-Yuan Lin, the director, is the representative of the legal person as director and the person in charge of the Company. (4) Chin-Chen Chien and Tzu- Meng Liu, the independent directors, are the independent directors of the Company. |
|||
| Hui-Chang, Shao |
15.33% | None | |
| Xing-Shi, Chen | 13.79% | None | |
| CHENG-JIE Investment CO., LTD. |
11.81% | None | |
| YUNG CHUAN TAI MACHINERY INDUSTRY CORP. |
1.46% | None | |
| Li-Zhen, Huang | 1.21% | None | |
| Ji-Zhi, Chen | 0.93% | None | |
| Yi-Chin, Chen | 0.78% | None | |
| Shu-Fen, Shao | 0.76% | None | |
| Wen-fong, Shao | 0.76% | None | |
| E-TOP METAL CO., LTD. |
First Capital Holding Corporation |
99.99% | None |
| Qing-Li, Yan | 0.01% | The representative of the legal person as director of CHUN YU WORKS & CO., LTD. |
- 20 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| E-SHENG STEEL CO., LTD. |
E-TOP METAL CO., LTD. |
100% | E-TOP METAL CO., LTD. is the parent company of E-SHENG STEEL CO., LTD. (Hold 100% of shares), 100%-owned subsidiary of E-SHENG STEEL CO., LTD. – E-TONG-YUAN Investment CO., LTD. is the parent company of JIN ZHI- HONG Investment CO., LTD., the legal person as director of the Company. (Hold 100% of shares.) The former top 10 shareholder of TAIWAN STYRENE INVESTMENT CO., LTD., the legal person as director of the Company. |
| CHUAN PU INVESTMENT HOLDING CO., LTD. |
Jeff, Chen | 99.67% | The representative of the legal person as director of the Company |
| Yan-Jun, Lin | 0.33% | The spouse of Jeff Chen, the representative of the legal person as director of the Company. |
|
| WEN TENG INVESTMENT CORPORATION LTD. |
Jian-Run, Chen | 20.16% | The second-degree relatives of Jeff Chen, the representative of the legal person as director of the Company. |
| YU-CHUAN- WEN-HUA Investment CO., LTD. |
19.96% | (1) Jeff Chen, the person in charge, is the representative of the legal person as director of the Company. (2) Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
- 21 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| CHUAN PU INVESTMENT HOLDING CO., LTD. |
19.96% | (1) Jeff Chen, the person in charge, is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the director, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Yan-Jun, Lin, the director, is the spouse of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|
| XIANG-JING Investment CO., LTD. |
16.12% | (1) Jian-Run, Chen, the person in charge, is the second- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the director, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
- 22 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| XIANG-MAO Investment CO., LTD. |
13.60% | (1) Jian-Run, Chen, the person in charge, is the second- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the director, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|
| Jeff, Chen | 9.96% | The representative of the legal person as director of the Company |
|
| Shu-Huei, Tzeng | 0.12% | The first-degree relatives of Jeff Chen, the representative of the legal person as director of the Company. |
|
| Tan-Pu, Chen | 0.12% | The first-degree relatives of Jeff Chen, the representative of the legal person as director of the Company. |
|
| TAN PU ENTERPRISE CO., LTD. |
LI-RUN CO., LTD. |
69.93% | (1) Jeff Chen, the director, is the representative of the legal person as director of the Company. (2) Shu-Huei, Tzeng, the person in charge, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Jian-Run, Chen, the director, is the second- degree relatives of Jeff Chen who is the representative of the legal personas directorofthe |
- 23 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| Company. Tan-Pu, Chen, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|||
| TAN-RUEN CO., LTD. |
16.00% | (1) Jeff Chen, the director, is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the person in charge, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Jian-Run, Chen, the director, is the second-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|
| RUEN-CHENG CO., LTD. |
8.67% | (1) Jeff Chen, the director, is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the person in charge, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Jian-Run, Chen, the director, is the second-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative ofthelegal |
- 24 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| person as director of the Company. |
|||
| WEN TENG INVESTMENT CORPORATION LTD. |
3.33% | (1) Jeff Chen, the director, is the representative of the legal person as director of the Company. (2) Shu-Huei, Tzeng, the person in charge, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Jian-Run, Chen, the director, is the second- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Tan-Pu, Chen, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|
| CHUAN PU INVESTMENT HOLDING CO., LTD. |
1.13% | (1) Jeff Chen, the person in charge, is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the director, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Yan-Jun, Lin, the director, is the spouse of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
- 25 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| XIANG-MAO Investment CO., LTD. |
0.72% | (1) Jian-Run, Chen, the person in charge, is the second- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the director, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|
| Jeff, Chen | 0.20% | The representative of the legal person as director of the Company |
|
| Tan-Pu, Chen | 0.01% | The first-degree relatives of Jeff Chen, the representative of the legal person as director of the Company. |
|
| Jian-Run, Chen | 0.01% | The second-degree relatives of Jeff Chen, the representative of the legal person as director of the Company. |
|
| RUEN-CHENG CO., LTD. |
TAN PU ENTERPRISE CO., LTD. |
85.96% | (1) Jeff Chen, the director, is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the person in charge, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Jian-Run, Chen, the director, is the second-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degreerelatives ofJeff |
- 26 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| Chen who is the representative of the legal person as director of the Company. |
|||
| LI-RUN CO., LTD. |
4.00% | (1) Jeff Chen, the director, is the representative of the legal person as director of the Company. (2) Shu-Huei, Tzeng, the person in charge, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Jian-Run, Chen, the director, is the second- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Tan-Pu, Chen, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|
| CHUAN PU INVESTMENT HOLDING CO., LTD. |
3.55% | (1) Jeff Chen, the person in charge, is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the director, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Yan-Jun, Lin, the director, is the spouse of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
- 27 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| TAN-RUEN CO., LTD. |
2.00% | (1) Jeff Chen, the director, is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the person in charge, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Jian-Run, Chen, the director, is the second-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|
| WEN TENG INVESTMENT CORPORATION LTD. |
2.00% | (1) Jeff Chen, the director, is the representative of the legal person as director of the Company. (2) Shu-Huei, Tzeng, the person in charge, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Jian-Run, Chen, the director, is the second- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Tan-Pu, Chen, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
- 28 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| XIANG-MAO Investment CO., LTD. |
1.96% | (1) Jian-Run, Chen, the person in charge, is the second- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. ;(2) Tan-Pu, Chen, the director, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|
| Jeff, Chen | 0.45% | The representative of the legal person as director of the Company |
|
| Tan-Pu, Chen | 0.04% | The first-degree relatives of Jeff Chen, the representative of the legal person as director of the Company. |
|
| Jian-Run, Chen | 0.04% | The second-degree relatives of Jeff Chen, the representative of the legal person as director of the Company. |
|
| TAN-RUEN CO., LTD. |
TAN PU ENTERPRISE CO., LTD. |
67.7% | (1) Jeff Chen, the director, is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the person in charge, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Jian-Run, Chen, the director, is the second-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company.Shu-Huei,Tzeng, |
- 29 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|||
| XIANG-MAO Investment CO., LTD. |
16.4% | (1) Jian-Run, Chen, the person in charge, is the second- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the director, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|
| Jeff, Chen | 12.67% | The representative of the legal person as director of the Company |
|
| LI-RUN CO., LTD. |
1.3% | (1) Jeff Chen, the director, is the representative of the legal person as director of the Company. (2) Shu-Huei, Tzeng, the person in charge, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Jian-Run, Chen, the director, is the second- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Tan-Pu, Chen, the supervisor, is the first- degree relatives of Jeff Chen whois the |
- 30 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| representative of the legal person as director of the Company. |
|||
| RUEN-CHENG CO., LTD. |
1.27% | (1) Jeff Chen, the director, is the representative of the legal person as director of the Company. (2) Tan-Pu, Chen, the person in charge, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Jian-Run, Chen, the director, is the second-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Shu-Huei, Tzeng, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|
| Tan-Pu, Chen | 0.25% | The first-degree relatives of Jeff Chen, the representative of the legal person as director of the Company. |
|
| Jian-Run, Chen | 0.25% | The second-degree relatives of Jeff Chen, the representative of the legal person as director of the Company. |
|
| Shu-Huei, Tzeng | 0.13% | The first-degree relatives of Jeff Chen, the representative of the legal person as director of the Company. |
- 31 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| WEN TENG INVESTMENT CORPORATION LTD. |
0.03% | (1) Jeff Chen, the director, is the representative of the legal person as director of the Company. (2) Shu-Huei, Tzeng, the person in charge, is the first-degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Jian-Run, Chen, the director, is the second- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. Tan-Pu, Chen, the supervisor, is the first- degree relatives of Jeff Chen who is the representative of the legal person as director of the Company. |
|
| AN CHIN DEVELOPMENT INC. |
Ling-Ling Sun | 30.42% | (1) The third-degree relatives of Chi-Yao Sun who is the representative of the legal person as director of the Company. (2) The person in charge of AN CHIN DEVELOPMENT INC. and KAI JIANG CO., LTD. |
| Hao, Fang | 18.75% | The forth-degree relatives of Chi-Yao Sun who is the representative of the legal person as director of the Company. |
|
| KAI JIANG CO., LTD. |
15.42% | (1) The legal person as director of the Company. (2) The legal chairperson of AN CHIN DEVELOPMENT INC. (3) Ling-Ling Sun, the person in charge, is the third- degree relatives of Chi-Yao Sun who is the representative of the legal person as director of the Company. |
- 32 -
| Corporate subscribers |
Top 10 shareholders |
Shareholding ratio |
Relationship with the Company |
|---|---|---|---|
| KAI JIANG CO., LTD. |
Ling-Ling Sun | 69.72% | (1) The third-degree relatives of Chi-Yao Sun who is the representative of the legal person as director of the Company. (2) The legal chairperson of AN CHIN DEVELOPMENT INC. andKAIJIANG CO.,LTD. |
- 33 -
Appendix
-
Article of Incorporation
-
Rules and Procedures of the Shareholders' Meeting 3. Shareholding Condition of the Directors
-
34 -
【 Appendix 1 】
Taiwan Styrene Monomer Corporation
Article of Incorporation
Chapter 1 General Rules
Article 1
The Company is organized pursuant to the provisions concerning limited companies of the Company Act. The Company is named "Taiwan Styrene Monomer Corporation."
Article 2
The Company's industry classifications are as follows:
-
(I) C801020 Petrochemical Materials Manufacturing
-
(II) C801030 Precision Chemical Material Manufacturing
-
(III) C801990 Other Chemical Materials Manufacturing
-
(IV) C802990 Other Chemical Products Manufacturing
-
(V) D101050 Combined Heat and Power
-
(VI) D401010 Thermal Energy Supply
-
(VII) F401010 International Trade
-
(VIII) G801010 Warehousing
-
(IX) H701010 Housing and Building Development and Rental (X) H701020 Industrial Factory Development and Rental (XI) H703090 Real Estate Business
-
(XII) H703100 Real Estate Leasing
-
(XIII) ZZ99999 All business items that are not prohibited or restricted
by law, except those that are subject to special approval.
Article 3
The total amount of the Company’s reinvestment shall not be subject to the restriction of not more than forty percent of paid-in capital set out in Article 13 of the Company Act.
Article 4
The Company may offer endorsement and guarantee depending on the need of operation and investment business.
Article 5
The Company shall have its head office in Taipei City, Taiwan. The Company can establish branches, offices, or manufacturing facilities depending on the need of business operating.
- 35 -
Article 6
Public announcements of the Company shall be made in accordance with the Company Act and relevant rules and regulations.
Chapter 2 Capital Stock
Article 7
The total capital stock of the Company is NT$9 billion dollars consisting 900 million, shares, all of common stock, with a par value of NT$10 dollars per share. The Board of Directors is authorized to issue the shares in separate installments as required.
Article 8
Share certificates of the Company shall be name-bearing certificates, duly signed by or affixed with seals by a minimum of three directors, and duly authenticated by the competent authority or the issuance registry accredited by the competent authority before issuance. The Company may issue shares or corporate bonds without printing physical certificates in accordance with the Company Act or other related laws and regulations. When issuing new shares or bonds or cancelling outstanding ones, the Company shall register or put under custody the shares or bonds with a centralized securities depository enterprise by way of book-entry transfer, and shall follow the regulations of governing centralized securities depository enterprises.
Article 9
The Company's shares shall, unless otherwise specified by laws and regulations concerning securities, be handled according to the "Regulations Governing the Administration of Shareholder Service of Public Companies" promulgated by the competent authority.
Article 10
The Company's treasury shares purchased in accordance with the Company Act shall be transferred to recipients which include employees of controlling or subordinate companies that meet certain criteria.
Article 11
If the Company plans to buy back shares and transfer them to the employees at a price lower than the average price paid for the shares, it may only be implemented by adopting a resolution at the most recent shareholders' meeting prior to the fact. The resolution for such transfer shall be adopted with the concurrence of over two-thirds of votes exercised by the shareholders present at the shareholders' meeting who represent a majority of the issued shares of the Company.
- 36 -
Article 12
Registration for transfer of shares shall be suspended 60 days immediately before the date of annual shareholders' meeting, and 30 days immediately before the date of any extraordinary shareholders' meeting, or within 5 days before the record day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.
Chapter 3 Shareholders' Meeting
Article 13
Shareholders' meeting of the Company shall be of the following two kinds; the board of directors shall convene the meeting unless otherwise specified in the Company Act:
-
(I) Annual shareholders' meeting: to be held at least once every year; it must be convened within six months after the end of the financial year.
-
(II) Extraordinary shareholders' meeting: to be held when necessary.
Article 14
A shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.In case a shareholders’ meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
A notice to convene an annual shareholders' meeting shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. For an extraordinary shareholders' meeting, a meeting notice shall be given to each shareholders no later than 15 days prior to the scheduled meeting date.
Article 15
Each shareholder of the Company has one voting right per share, except as otherwise regulated by other laws.
Article 16
If a shareholder cannot attend the shareholders' meeting due to any reason, he or she may appoint one person to attend each shareholders' meeting on his/her behalf by providing the authorization letter issued by the Company which states the scope of authorization. Additionally, the rules for a shareholder to appoint one person to attend the meeting on his/her behalf are implemented in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" in addition to Article 177 of the Company Act. Shareholders of the Company may exercise voting rights by electronic means. Shareholders exercising voting
- 37 -
rights by electronic means shall be deemed to have attended in person, and relevant matters shall be handled in accordance with relevant laws and regulations.
Article 17
Unless the Company Act regulates otherwise, the Chairman of the Board shall be the chairperson of the shareholders' meeting. If the Chairman is absent, he or she shall designate one of the directors to be the acting chairperson of the meeting. If the Chairman fails to designate anyone, the chairperson of the meeting shall be elected from among the attending directors.
Article 18
Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairperson of the meeting and shall be distributed to all shareholders within 20 days after the close of the meeting. The distribution of the meeting minutes may be done by public announcement or electronic means, and the meeting minutes shall be kept permanently. The attendance register and authorization letters shall be kept for at least one year; provided, however, if a legal action is initiated by a shareholder for the court to revoke any resolution or to claim that a resolution is null and void, the aforementioned register and forms shall be kept until the conclusion of the lawsuit.
Chapter 4 Directors
Article 19
The board of directors of the Company has 7 to 11 directors, and the board of directors is authorized to decide the number of directors. Directors are elected from capable persons among the shareholders. Each director will serve a term of three years and may be re-elected. Directors shall be elected based on the candidate nomination system specified in Article 192-1 of the Company Act.
There shall be at least three independent directors among the number of directors to be elected referred to in the preceding paragraph, and the independent directors shall represent at least one-fifth of the board of directors. The nomination of candidates and related announcements shall comply with the Company Act, the Securities and Exchange Act, and relevant regulations. The election of independent directors and non-independent directors shall be held concurrently, provided that the number of independent directors and non-independent directors elected are calculated separately.
- 38 -
Article 20
The Company sets up an Audit Committee according to Article 14-4 of the Securities and Exchange Act. The Audit Committee comprises of all independent directors. The number of the Audit Committee members shall be at least three persons; among the committee members, one should be the convener, and there should be at least one person with accounting or financial expertise. The Audit Committee shall take over the powers of supervisors specified in related laws and regulations.
Article 21
The board is organized by the directors. The board of directors shall elect a chairman of the board directors, and may elect a vice chairman from among the directors. The chairman shall externally represent the Company. When the chairman is on leave or unable to exercise his/her powers for any reason, the vice chairman shall act on his/her behalf. If a vice chairman is not elected from among directors, or currently on leave, or unable to exercise his/her powers for any reason, the chairman shall designate one of the directors to act on his/her behalf. Where the chairman fails to make such a designation, the directors shall elect from among themselves one person to serve as the acting chairman.
Article 22
In calling a meeting of the board of directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director no later than 7 days prior to the scheduled meeting date. In case of emergency, the meeting may be convened at any time with a notice sent to each director by e-mail or fax.
Article 23
Unless the Company Act and the Articles of Incorporation regulate otherwise, the resolution of a board meeting shall be adopted by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of all directors. A director may appoint another director to attend the board of directors meetings on his/her/its behalf. A director may only be appointed to act on behalf of one other director.
If participation by means of video conferencing is made available at a meeting, directors who participate in the meeting by such means shall be deemed to have attended the said meeting in person. However, the signin card with the director's signature shall be faxed to the Company to complete the sign-in procedure.
- 39 -
Article 24
The responsibilities of the board of directors are as follows:
-
(I) Election of Chairman;
-
(II) Appointment of General Manager;
-
(III) Contracting between the Company and shareholders;
-
(IV) Determining the operating direction of the Company;
-
(V) Determining the Company's capital increase and expansion plans;
-
(VI) Review and approval of the Company's budgets and final accounts;
-
(VII) Other powers of the board of directors specified in the Company Act or related laws and regulations.
Except as otherwise provided in the Company Act or related laws and regulations, the board of directors may authorize the Chairman to execute the responsibilities of the board of directors as follows:
-
(I) Matters which the Chairman may be authorized to exercise in accordance with the Company's policies, operating procedures, systems, and regulations.
-
(II) Other matters authorized by the resolutions of the board of directors.
Article 25
The Company may purchase liability insurance for directors with respect to liabilities resulting from the exercise of duties during their term of office, and shall authorize the board of directors to be in charge of such purchase of liability insurance. When the directors of the Company perform their duties, the Company may pay directors compensation regardless of its operating profit or loss. The board of directors shall be authorized to determine the compensation for the directors by taking into account the extent and value of their contribution to the Company's operation and the standards of the industry.
Chapter 5 Managerial Officers
Article 26
The Company establishes the positions of managerial officers and the matters concerning their appointment, dismissal, or compensation should be conducted pursuant to Article 29 of the Company Act.
Article 27
The general manager is responsible for the operation of the Company according to the instruction by Chairman. The responsibilities of the general manager are as follows:
-
(I) Formulation and drafting the Company policies and regulations;
-
(II) Mapping the operating direction and its enforcement;
-
(III) Planning of the fundraising and expansion affairs;
-
(IV) Preparation of operating budgets and compilation of final accounts;
-
40 -
-
(V) Planning and drafting the company organization and HR-related matters concerning the personnel not covered by the provision of the preceding article;
-
(VI) Other functions and powers granted by laws, regulations, and shareholders' meetings or the board of directors.
Chapter 6 Accounting
Article 28
After the end of every fiscal year and the final account is completed, the board of directors shall compile the following reports and submit them to the shareholders' meeting for ratification.
-
(I) Business report;
-
(II) Financial statements;
-
(III) Proposals of earnings distribution or loss coverage.
Article 29
If the Company makes a profit (i.e., net profit before tax before deducting the portion set aside for employees' and directors' remuneration) within a fiscal year, 1%-5% of the profit shall be reserved as the employees' remunerationand no more than 2.5% as the directors' remuneration; in case of accumulated loss, however, a portion of the profit shall first be reserved to cover the loss.
Employees' remuneration shall be distributed in the form of shares or cash. The distribution of remuneration shall be approved by the majority of the directors present at the board of directors meeting attended by at least two-thirds of all directors, and shall be reported at the shareholders' meeting.
The Company shall apply the current year's earnings, if any, to pay for the profit-seeking enterprise income tax first, offset accumulated losses, and then set aside 10% as legal capital reserve. The special capital reserve may be appropriated based on the Company’s business needs. The board of directors shall propose the appropriation of the remaining earnings, if any, and unappropriated earnings in previous years. In the case of distribution in cash, Paragraph 5 of Article 240 of the Company Act stipulates that the board of directors is authorized, with the presence of more than two-thirds of the directors and the resolution of the majority of the directors present, to distribute all or part of the dividends and bonuses, legal reserve or capital reserve shall be distributed in cash and reported to the shareholders meeting; when new shares are issued, it shall be submitted to the shareholders meeting for distribution after a resolution.
- 41 -
In principle, cash dividends to be appropriated shall not be less than 30% of the total dividends to be appropriated; however, the percentage of cash dividends to be appropriated may be adjusted to 10%-30% based on the change in the industry, major investment plans and improvement in the financial position of the Company. If the cash dividend per share is less than NT$0.1, stock dividends may be distributed instead.
Article 30
The Company's organization rules and detailed procedures shall be established individually.
Article 31
Any other matters not regulated in the Articles of Incorporation shall be conducted according to Company Act.
Article 32
The Article of Incorporation was established on September 21, 1979. The 1st amendment was made on May 26, 1980. The 2nd amendment was made on Jan 26, 1981. The 3rd amendment was made on May 5, 1981. The 4th amendment was made on August 26, 1981. The 5th amendment was made on March 22, 1983. The 6th amendment was made on August 18, 1984. The 7th amendment was made on March 5, 1987. The 8th amendment was made on May 9, 1988. The 9th amendment was made on March 22, 1989. The 10th amendment was made on May 31, 1990. The 11th amendment was made on April 16, 1991. The 12th amendment was made on March 22, 1995. The 13th amendment was made on April 18, 1996. The 14th amendment was made on May 14, 1998. The 15th amendment was made on May 24, 2000. The 16th amendment was made on June 3, 2002. The 17th amendment was made on June 24, 2003. The 18th amendment was made on June 24, 2003. The 19th amendment was made on June 15, 2005. The 20th amendment was made on June 22, 2006. The 21st amendment was made on June 19, 2008. The 22nd amendment was made on June 23, 2010. The 23rd amendment was made on June 24, 2011. The 24th amendment was made on June 28, 2012. The 25th amendment was made on June 18, 2014. The 26th amendment was made on June 11, 2015. The 27th amendment was made on June 29, 2016. The 28th amendment was made on June 1, 2017. The 29th amendment was made on June 26, 2018. The 30th amendment was made on July 7, 2021. The 31th amendment was made on June 22, 2022.
- 42 -
【 Appendix 2 】
Taiwan Styrene Monomer Corporation
Rules and Procedures of the Shareholders' Meeting
Article 1
To establish a strong governance system and sound supervisory capabilities for the Company's shareholders’ meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the "Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies."
Article 2
The rules of procedures for the Company's shareholders’ meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in these Rules.
Article 3 (Convening shareholders' meetings and shareholders' meeting notices)
Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the board of directors.
Any change to the convening method of a shareholders’ meeting shall be resolved by the board of directors, and may not be later than sending the meeting notice of the shareholders’ meeting.
The Company 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 and upload them to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders’ meeting or 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders’ meeting or 15 days before the date of the special shareholders’ meeting,provided, where the Company’s paid-in capital reached NT$10 billion at the end of the latest fiscal year, or the shareholdings of foreign and Chinese shareholders in the shareholder registry of the shareholders’ meeting in the latest fiscal year exceed 30%, the electronic versions shall be uploaded 30 days before the date of the regular shareholders’ meeting. In addition, 15 days before the date of the shareholders’ meeting, the Company 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
- 43 -
agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
The agenda handbook and meeting supplemental information in the preceding paragraph, shall be provided to the shareholders for reference on the date of the shareholders’ meeting in the following manners:
-
(I) For the physical shareholders’ meeting, such information shall be distributed at the site of the meeting.
-
(II) For the video-assisted shareholders’ meeting, such information shall be distributed at the site of the meeting, and transmitted to the video conference platform as the electronic files.
-
(III) Where a shareholders’ meeting is convened in the manner of video conference, such information shall be transmitted to the video conference platform as the electronic files.
The cause or subject of a meeting of shareholders to be convened shall be indicated in the individual notice to be given to shareholders; the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient thereof.
The election, appointment or dismissal of directors, change of Articles of Incorporation, reduction of capital, application for suspension of public issuance, permit for directors' business competition, surplus to capital increase, public reserve to capital increase, dissolution, merger, split-up of the Company, or the matters referred to in Paragraph 1 of Article 185 of the Company Act shall be listed in the reasons for convening the meeting and the main contents shall be stated, which shall not be put forward by extempore motion; the main contents may be placed in the securities authority or the Company's designated website, and its website address shall be specified in the notice.
Where the reasons for convening the shareholders' meeting already specifies the election of all directors and the date elected directors take office, once the election is completed in the shareholders' meeting, the date the elected directors take office may not be changed by extempore motions or other methods in the same meeting.
A shareholder holding 1% or more of the total number of issued shares may submit a proposal to the Company for discussion at an annual shareholders' meeting. The limit of the number of proposals which a shareholder may put forward is one; none of the proposal will be included in the list of proposals if a shareholder proposes more than one. However, a shareholder proposal proposed for urging the company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be
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discussed at an annual meeting of shareholders by the board of directors. In addition, when the circumstances of any subparagraph of Paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
Prior to the book closure date before an annual shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual shareholders' meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting, the board of directors shall explain the reasons for exclusion of any shareholder proposals from the meeting agenda.
Article 4
For each shareholders' meeting, a shareholder may appoint a person to attend the meeting on his/her behalf by providing the authorization letter issued by the Company and stating the scope of such person's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 5 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 the Company before 2 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.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting via video conference, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that
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time, votes cast at the meeting by the proxy shall prevail.
Article 5 (Principles determining the time and place of a shareholders’ meeting)
The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9:00 a.m. and no later than 3:00 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
When the Company convenes the video shareholders’ meetings, the restrictions of convention location in the preceding paragraph does not apply.
Article 6 (Preparation of documents such as the attendance book)
The Company shall specify the shareholders, proxy solicitors, proxy agents (“shareholders” hereafter), time and location for shareholder registration in the meeting notice as well as other matters requiring attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. The time during which shareholder attendance registrations will be accepted at the video conference platform shall be at least 30 minutes prior to the time the meeting commences. The shareholders accepted are deemed attend the shareholders’ meeting in person.
Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall deliver attending shareholders with the meeting handbook, annual report, attendance card, speaker's slip, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be provided.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate
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only one person to represent it in the meeting.
Where the Company convenes the video shareholders’ meetings, and shareholders intend to attend in the manner of video conference, shall register with the Company 2 days prior to the meeting date.
Where the Company convenes the video shareholders’ meetings, the Company shall upload the agenda handbook, annual reports and other related information to the video conference platform for the shareholders’ meeting the video conference platform for the shareholders’ meeting, at least 30 minutes prior to the meeting, and retain the disclosure of such until the meeting ends.
Article 6-1 (Where the video shareholders’ meetings are convened, matters to be specified on the meeting notice)
Where the Company convenes the video shareholders’ meetings, the meeting notice shall specify the following matters:
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(I) The method for shareholders to attend the video conference and exercise of their rights.
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(II) The handling method when the video conference platform or participation in the manner of video conference fails due to force majeure, such as natural disasters or incidents, and the follows shall be at least included:
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i. Time and date for the postponement or re-convention when the aforesaid continual failure that cannot be eliminated and thus a postponement or re-convention is required.
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ii. The shareholders who have not registered to attend the first shareholders’ meeting must not attend the postponed or re-convened meeting.
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iii. Where the Company convenes the video-assisted shareholders’ meetings, and when the video meeting is discontinued, if the total attending shares still meet the statutory quorum for shareholders’ meeting commencement after deducting these shares held by the shares attending the meeting via video conference, the meeting shall continue; the shares held by the shares attending the meeting via video conference shall be included in the total shares of the attending shareholders, but deemed abstaining for all proposals in the concerned shareholders’ meeting.
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iv. The handling method where the results of all proposal are announced but the extempore motions are not proceeded.
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(III) Where the Company convenes the video shareholders’ meetings, the proper alternatives provided for the shareholders having difficulties attending in the manner of a video conference shall be specified.
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Article 7 (The chair and non-voting participants of a shareholders' meeting)
If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the Chairperson of the board. When the Chairperson of the board is on leave or for any reason unable to exercise the powers of the Chairperson, the Vice Chairperson shall act in place of the Chairperson; if there is no Vice Chairperson or the Vice Chairperson is also on leave or for any reason unable to exercise the powers of the vice chairperson, the Chairperson shall appoint one of the directors to act as the chair of the meeting. Where the Chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders’ meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity.
Article 8 (Documentation of a shareholders’ meeting by audio or video)
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
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Where the Company convenes the video shareholders’ meetings, the Company shall record and retain the records of the registration, enrollment, acceptance, inquiries, voting, and the results of vote calculation, and continuously record the video conference thoroughly, both audio and video.
Article 9
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 shares registered at the video conference 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. Where the Company convenes the video shareholders’ meetings, the Company shall announce the meeting adjournment at the video conference 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. Where the Company convenes the video shareholders’ meetings, and shareholders intend to attend in the manner of video conference shall register again with the Company per Article 6.
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 10 (Discussion of proposals)
If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each
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separate proposal in the agenda (including extempore motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11 (Shareholder speech)
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder who has the floor; the chair shall stop any violation.
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When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where the Company convenes the video shareholders’ meetings, the shareholders attending in the manner of video conference may inquire with text at the video conference platform of the meeting since the chair announced the meeting commencement till the adjournment. No more than two inquiries shall be raised for each proposal, and the maximum length is 200 words. Paragraphs 1 to 5 are not applicable.
Where the inquiries in the preceding paragraph not violating the requirements, or within the scope of agenda, it is advisable to disclose the inquiries at the video conference platform of the meeting for the public knowledge.
Article 12 (Calculation of voting shares and recusal system)
Voting at a shareholders’ meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an item on the agenda, and there is the likelihood that such a relationship would prejudice the interests of the Company, such a shareholder shall not vote on that item, and shall not exercise voting rights on behalf of any other shareholder.
The number of shares with voting rights that cannot be exercised in the preceding paragraph shall not be counted as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
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
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Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholders’ 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 notice of the shareholders' meeting. A shareholder exercising voting rights by correspondence or electronic means is considered to have attended the meeting in person. However, the shareholder shall be regarded as having abstained for extempore motions or revising the original proposals. Thus, it is advised that the Company shall avoid proposing extempore motions or revising the 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 the Company at least 2 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 exercises voting rights by correspondence or electronically, if the shareholder intends to attend the meeting via video conference in person, a written notice of proxy cancellation in the same manner of exercising the voting right shall be submitted to the Company 2 days prior to the meeting date. If the cancellation notice is submitted after that time, the voting rights exercised by correspondence or electronically prevail. Where a shareholder exercises voting rights by correspondence or electronic means, and appoints a proxy to attend the meeting by providing the proxy, votes cast at the meeting by the proxy shall prevail.
Except as otherwise provided in the Company Act and in the Company'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
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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 the Company.
Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the venue 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, shall be announced onsite at the meeting, and a record made of the vote.
Where the Company convenes the video shareholders’ meetings, the shareholders attending in the manner of video conference shall vote via the video conference platform to each proposal and election after the Chairman declares the meeting commencement. Such voting shall be completed before the Chairman declares the end of voting; anyone misses the deadline is deemed abstention.
Where the Company convenes the video shareholders’ meetings, the votes shall be calculated at once upon the end of voting declared by the chair, and announce the results of voting or elections.
Where the Company convenes the video-assisted shareholders’ meetings, the shareholders who already have registered to attend the meeting in the manner of video conference pursuant to Article 6, but then intend to attend the off-line shareholders’ meeting in person, shall withdraw the registration in the same manner of registration two days prior to the shareholders’ meeting date; these who miss the deadline may only attend the shareholders’ meeting in the manner of a video conference.
These who exercise the vote in the manner of writing or electronic method, without withdrawing their expressions of intents, and attending the meeting in the manner of video conference, other than the extempore motions, must not exercise the votes to the original proposal, propose any amendment to the original proposal, or exercise the votes to the amendment to the original proposal.
Article 14 (Election matters)
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 on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper
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custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15
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.
The Company 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 obtained by each elected in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Where the Company convenes the video shareholders’ meetings, other than the matters to be recorded as required in the preceding paragraph, the starting and ending time of the shareholders’ meeting, convention method of the meeting, names of the chair and record-keeper, and the handling method when the video conference platform or participation in the manner of video conference fails due to disasters, incidents or other force majeure, and the handling status shall be specified.
Where the Company convenes the video shareholders’ meetings, other than complying with the preceding paragraph, the minutes shall also specify the alternatives for the shareholders having difficulties attending in the manner of video conference.
Article 16 (Public disclosure)
On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shares attended by correspondence or electronic means, shall make an express disclosure of the same at the place of the shareholders’ meeting. The Company shall upload the aforesaid information to the video conference platform for the shareholders’ meeting, at least 30 minutes prior to the meeting, and retain the disclosure of such until the meeting ends.
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Where the Company convenes the video shareholders’ meetings, the total shares held by the shareholders attending the meeting shall be disclosed at the video conference platform.If the total shares and voting rights of the attending shareholders are counted during the meeting, the same applies.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange) regulation, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 (Maintaining order at the meeting place)
Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 (Recess and resumption of a shareholders' meeting)
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extempore motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19 (Information disclosure for video conference)
Where the shareholders’ meetings are convened in the manner of video conference, the Company shall disclose the voting result of each proposal and election results at the video conference platform for the shareholders’
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meeting, and retain the disclosure at least 15 minutes after the chair declares adjournment.
Article 20 (Locations of the chair and record-keeper of video shareholders’ meeting)
When the Company convenes the video shareholders’ meetings, the chair and the record-keeper shall be at the same location within Taiwan. The chair shall announce the address of this location.
Article 21 (Handling communication barriers and shareholders with digital gaps)
Where the shareholders’ meeting is convened in the manner of video conference, the Company may provide the shareholders with a simple connection test, and the related services before and during the meeting in real time, to help to handle technical problems of communications.
Where the shareholders’ meeting is convened in the manner of video conference, the chair, when declaring the meeting commencement, shall also declare the events not requiring postponement or re-convention specified in Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies; before the chair declares the adjournment, in the event where the video conference platform or the participation in the video conference fails for 30 minutes or more due to nature disasters, incidents, or other force majeure, the date of the shareholders’ meeting postponed to, or re-convened shall be within five days, and Article 182 of the Company Act shall not apply.
Where the meeting is to be postponed or re-convened as specified in the preceding paragraph, the shareholders have not registered to attend the first shareholders’ meeting must not attend the postponed or re-convened meeting.
For the meeting is to be postponed or re-convened as specified in Paragraph 2, the shareholders who registered to attend the original meeting via the video conference, and have completed the acceptance, but do not attend the postponed or re-convened meeting, their attending shares at the original meeting, the exercised voting right and election right, shall be counted into the total shares, voting rights, and election rights of the attending shareholders in the postponed or re-convened meeting.
The postponement or re-convention of shareholders’ meetings conducted per Paragraph 2 needs not again discuss and resolve the proposal that have completed voting and vote calculation, with the announcement of voting results, or the list of elected directors.
Where the Company convenes the video-assisted shareholders’ meetings,
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and when the video meeting is discontinued as specified in Paragraph 2 and the total attending shares still meet the statutory quorum for shareholders’ meeting commencement, the postponement or re-convention of the meeting per Paragraph 2 is not required.
Under the circumstances to continue the meeting as specified in the preceding paragraph, the shares held by the shares attending the meeting via video conference shall be included in the total shares of the attending shareholders, but deemed abstaining for all proposals in the concerned shareholders’ meeting.
Where the Company postpones or re-convenes any shareholders’ meeting as specified in Paragraph 2, the pre-requisite operations shall be conducted based on the original shareholders’ meeting date, and pursuant to Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For the periods specified in the latter part of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, Paragraph 2 of Article 44-5, Article 44-15, Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall proceed on the date of the postponed or re-convened shareholders’ meeting per Paragraph.
Article 22 (Handling digital gaps)
Where the Company convenes the video shareholders’ meetings, the proper alternatives shall be provided for the shareholders having difficulties attending in the manner of video conference.
Article 23
These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be affected in the same manner.
The Rules were established on May 27, 2020.
The 1st amendment was made on June 22, 2022.
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【 Appendix 3 】
Shareholding Condition of the Directors
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I. The Company’s paid-in capital was NT$5,278,697,640 with 527,869,764 shares issued.
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II. The minimum number of shares required to be held by all directors is 16,891,832 shares. (Note)
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III. As of the closing date of the shareholders’ meeting (February 15, 2024), the number of shares held by the directors is as follows. It has met the criteria for the number of shares required by Article 26 of the Securities and Exchange Act:
| Job title | Name | shares held | shareholding ratio |
|---|---|---|---|
| Chairman | Taiwan Styrene Monomer Investment Corporation Representative:Wen-Yuan Lin |
10,000,000 | 1.89% |
| Director | Taiwan Styrene Monomer Investment Corporation Representative:Po-Yuan Chen |
10,000,000 | 1.89% |
| Director | Jinchihon Investment Inc. Representative:Joseph Wang |
1,000,000 | 0.19% |
| Director | Taiwan Styrene Monomer Investment Corporation Representative:Jeff Chen |
10,000,000 | 1.89% |
| Director | Chun Yu Works & CO., LTD. Representative:Chi-TaiChen |
11,678,000 | 2.21% |
| Director | An Chin Development INC. Representative:Din-Rei Hsu |
487,000 | 0.09% |
| Director | Kai Jiang CO., LTD. Representative: Chi-Yao Sun |
800,000 | 0.15% |
| Independent Director |
Chin-Chen Chien |
0 | 0% |
| Independent Director |
Jui-Mu Huang |
0 | 0% |
| Independent Director |
Yu-Chang Lin |
0 | 0% |
| Independent Director |
Tzu-Meng Liu |
0 | 0% |
| Total shareholding of all directors | 23,965,000 | 10.05% |
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Note:In accordance with Article 2 of the “Percentage of Share of Directors and Supervisors of Public Companies and the Implementation Rules for Audit”, if two or more independent directors are elected, the percentage of shares held by all director all directors other than independent directors shall be reduced to 80% on a ratio basis.
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