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TTET Proxy Solicitation & Information Statement 2019

Jun 26, 2019

51756_rns_2019-06-26_205077e9-25d3-47ce-a986-f61e88e78f34.pdf

Proxy Solicitation & Information Statement

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TTET Union Corp.

Notice of the 2019 General Shareholders’ Meeting(Summary)

  • I. Please be informed that the Shareholders’ Meeting for 2019 of the TTET Union Corporation (hereinafter referred to as the Company) is scheduled to be convened at the Company’s Office Building at No. 32, Gung Yeh W. Rd., Guantian Dist., Tainan City 720, Taiwan at 10:00 a.m., June 11, 2019 (Tuesday) (the time to accept the sign-in by shareholders: 9:30 a.m., Shareholders are required to sign in at the same venue as the venue for the shareholders’ meeting), and the primary issues in the meeting are: (I) The issues to be reported: 1. Business report of the Company’s business performance in 2018. 2. Audit Report by the Supervisors of the Company’s final account settlements in Year 2018. 3. Report on distribution of the Company’s remuneration to employees and remuneration to directors and supervisors in 2018. 4. Report on other issues. (II) Issues to be acknowledged: 1. Acknowledgement of the Company’s business report and financial statements for 2018. 2. Acknowledgement of the Company’s distribution of earnings for 2018. (III) Issues to be discussed: 1. The amendment of the “Articles of Incorporation” of the Company. 2. The amendment of the “Procedures of the Acquisition and Disposal of Assets” of the Company. (IV) Other Motion: Termination of non-competition restriction imposed on directors during their terms of office. (VI) Extraordinary motions.

  • II. Regarding distribution of the Company’s earnings for 2018, the board of directors already proposed that the NT$799,874,575 shall be distributed as cash dividends at NT$5 cash dividend per share. The dividend distribution base date shall be separately fixed after the issue is duly resolved in the shareholders’ meeting.

  • III. According to Article 209 of the Company Law, the Company hereby terminates the non-competition restriction imposed on directors during their terms of office.

  • IV. As expressly provided for in Article 165 of the Company Act: Transfer of shares is discontinued during the period starting from April 13, 2019 until June 11, 2019.

  • V. Other than the promulgation, this Notice is herewith duly served. Please find enclosed herewith a Notice to Shareholders to participate in the shareholders’ regular meeting and the written proxy, one set each. Shareholders are earnestly hoped to set aside time amidst your tight schedule to participate in the meeting in person. If you, as our valued shareholder, decide to participate in the shareholders’ meeting in person, please fill in the first copy, the sign-in card and present them to the meeting venue to sign in on the date scheduled for the meeting. If you, a shareholder, decide to participate in the shareholders’ meeting through a proxy, please sign or affix your seal onto the second copy, the Proxy and the first copy, the sign-in card for participation , fold them and mail them back to the Company’s shareholder services agent: Shareholder Services Agency Department of President General Securities Co. Ltd. five (5) days prior to the date scheduled for the shareholders’ meeting.

  • VI. In case of the recruitment of a proxy by a shareholder, the Company will complete production of the databases of the recruiters and disclose them onto the website of the Securities & Futures Institute (http://free.sfi.org.tw) on or before May 10, 2019. An investor who intends to look into the databases, please key in the website to enter the “Free search system for proxy form” and input the terms for inquiry.

  • VII. In the present shareholders’ meeting, shareholders may exercise voting

powers in electronic means. The timeframe to exercise e-voting: Starting from May 12, 2019 until June 08, 2019. Please log in to the Taiwan Depository & Clearing Corporation (TDCC) “Shareholder e-voting” and vote as instructed. [Website: http://www.stock.com.tw].

VIII. The institution to take charge of verification of written proxies for the present shareholders’ meeting of the Company is: Shareholder Services Agency Department of President Securities Co. Ltd.

  • IX. If there are matters that shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a shareholders' meeting as set forth in Article 172 of the Company Act, please go to Market Observation Post System (website: http://mops.twse.com.tw): Please click on Basic Information/Electronic Books/Annual Report and other Relevant Information of Shareholders' Meeting, enter the code of the Company “1232” and year “2019” and choose “References for Each Motion of the Shareholders' Meeting” to see the information.

  • X. Please take note and duly act accordingly.

Attn.: The Shareholder

Board of Directors of TTET Union Corporation