Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

U-MING AGM Information 2022

Aug 11, 2022

52160_rns_2022-08-11_d9002aa2-a90d-45b1-9b78-ac67e2694037.pdf

AGM Information

Open in viewer

Opens in your device viewer

Stock Code: 2606

U-MING MARINE TRANSPORT CORP.

Description of the Proposals of the 2022 Annual Meeting of Shareholders

*The English version is the translation of the Chinese version and if there is any conflict between the meaning of terms in the Chinese version and English translation, the meaning of the Chinese version shall prevail.

Matters to Be Ratified:

1. The 2021 Business Report and Financial Statements

Explanation:

  • (1) The audit committee’s review report is hereby issued after reviewing the 2021 financial statements (including the business report and the independent auditor’s report issued by CPA Wen-Ching Lin and CPA Yi-Wen Wang of Deloitte & Touche; please refer to Page 2~27 of the Handbook) without any nonconformity identified.

  • (2) Please approve

Resolution:

2. The Proposal for Earnings Distribution of 2021

Explanation:

  • (1) Please refer to the 2021 Earnings Distribution proposed in accordance with Article 27 of the Company’s Articles of Incorporation as follows:
NT$
Unappropriated retained earnings of previous year 6,631,656,020
Less: Investment adjusted retained earnings by using
equity method (335,983)
Add: 2021 actuarial gain & losses appropriated retained
earnings (9,460,902)
Add: Proceeds from sale of financial assets at fair value
through other comprehensive income 691,672
Adjusted unappropriated retained earnings 6,641,472,611
Add: 2021 net income 4,892,584,265
Less: 10% legal reserve appropriated (490,240,086)
Less: 2021 reversal of special reserve (2,227,895,202)
Add: Reversal of retained special reserve from before 1,022,797,330
Earnings available for distribution 9,838,718,918
Less: 2021 earning distribution
(cash dividend NT$3.0 per share) (2,535,167,136)
Unappropriated retained earnings 7,303,551,782

  • (2) The distribution of earnings is calculated to the dollar (round up to the dollar). The total amount of the odd shares will be booked as the other income of the Company. It is proposed that the Board authorized the Chairman to fix the record date of ex-cash dividend after the approved by the year 2022 annual shareholders’ meeting. Upon the approval of the annual shareholders’ meeting, it is proposed that the Board be authorized to adjust the amount per share based on the actual shares outstanding number on the record date of ex-cash dividend for the legal reserve distribution by cash if there is an amendment of the number of shares outstanding before the date.

  • (3) Please approve.

Resolution:

Matters to Be Discussed and Elected

1. To approve the amendment to the “Articles of Incorporation”.

Explanation:

  • (1) In order to have more flexible way of the Company's shareholders' meeting, and pursuant to Article 172-2, Paragraph 1 of the Company Act, it is proposed to stipulate that the shareholders' meeting can be held by video conference or other methods announced by the competent authority. Please refer to the attached Article Amendments Table for amended articles.

  • (2) This proposal has been approved by the 13[th] meeting of the eighteenth-term Board of Directors on March 7, 2022.

  • (3) The proposal is hereby presented for referendum.

Resolutions:

Amendments Table of “Articles of Incorporation”

No. After amendment Before amendment
Article 11 Convention of shareholders’ regular
meeting shall be notified to various
shareholders in writing 30 days in
advance. Convention of shareholders shall
be notified to various shareholders in
writing 15 days in advance. That written
notice shall state clearly the date and place
and the reasons for convening the meeting
and shall also be publicly announced
based on Law.
The Company may hold a shareholders’
meeting by means of a visual
communication network or other methods		 Convention of shareholders’ regular
meeting shall be notified to various
shareholders in writing 30 days in
advance. Convention of shareholders shall
be notified to various shareholders in
writing 15 days in advance. That written
notice shall state clearly the date and place
and the reasons for convening the meeting
and shall also be publicly announced
based on Law.
announced by the central competent
authority.
Article 29 The Articles of Incorporation of the
Corporation are stipulated on the 22nd day
of June 1968 and after resolution was
obtained in the stockholders’ regular
meeting, it was submitted to the
competent authority for approval and
became effective on the same day.
Subsequent amendment to these Articles
of Incorporation shall become effective
after being passed at the stockholders’
meeting.
(Omitted)
The forty-ninth revision was in June 9th
2020.
The fiftieth revision was in June 8th 2021.
The Articles of Incorporation of the
Corporation are stipulated on the 22nd day
of June 1968 and after resolution was
obtained in the stockholders’ regular
meeting, it was submitted to the
competent authority for approval and
became effective on the same day.
Subsequent amendment to these Articles
of Incorporation shall become effective
after being passed at the stockholders’
meeting.
(Omitted)
The forty-ninth revision was in June 9th
2020.

2. To approve the amendment to the “ Rules of Procedure for Shareholders’ Meetings” of the Company.

Explanation:

  • (1) In response to the amendment of Article 172-2 of the Company Act, which allows public companies can hold shareholders' meetings by video conference, and pursuant to the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings” issued by Taiwan Stock Exchange Corporation on March 8, 2022, it is proposed to amend the “Rules of Procedure for Shareholders’ Meetings” of the Company. Please refer to the attached Article Amendments Table for amended articles.

  • (2) This proposal has been approved by the 14[th] meeting of the eighteenth-term Board of Directors on April 27, 2022.

  • (3) The proposal is hereby presented for referendum.

Resolutions:

Amendments Table of “Rules of Procedure for Shareholders’ Meetings”

No. After amendment Before amendment
Article 2 The location for shareholders’ meeting
shall be the Company’s place of
business or a place convenient for
attendance by shareholders (or by
proxies) that is suitable to holding of
this meeting. The meeting shall be held
between 9:00AM and 3:00PM.
Changes to the means of convening a
shareholders'meeting shall be subject to
a resolution of the Board of Directors,
and shall be made no later than the
delivery of the shareholders'meeting
notice.
The Company shall specify in its
shareholders'meeting notice the time
during which shareholder attendance
registrations will be accepted, the place
to register for attendance, and other
matters for 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 marked and a sufficient number
of suitable personnel assigned to handle
the registrations. Where a shareholders’
meeting is held by means of a visual
communication network, shareholders
shall register on the visual networking
platform at least 30 minutes prior to the
time the meeting commences.
Shareholders who have completed the
registration shall be deemed to have
attended the shareholders'meeting in
person.
When holding a shareholders’ meeting,
the Company shall adopt the electronic
transmission as one of the methods for
exercising the voting power and shall
describe in the shareholders’ meeting
notice the method of exercising their
voting power. A shareholder who
exercises his/her/its voting power at a
shareholders' meeting by way of
electronic transmission shall be deemed
to have attended the said shareholders’		 The location for shareholders’ meeting
shall be the Company’s place of
business or a place convenient for
attendance by shareholders (or by
proxies) that is suitable to holding of
this meeting. The meeting shall be held
between 9:00AM and 3:00PM.
The shareholders (or proxies) when
attending the meeting shall wear
admission badge and hand in signed
attendance form to be used to calculate
the number of attending shares.
When holding a shareholders’ meeting,
the Company shall adopt the electronic
transmission as one of the methods for
exercising the voting power and shall
describe in the shareholders’ meeting
notice the method of exercising their
voting power. A shareholder who
exercises his/her/its voting power at a
shareholders' meeting by way of
electronic transmission shall be deemed
to have attended the said shareholders’
No. After amendment Before amendment
meeting in person.If a shareholder does
not revoke his/her/its intention to
exercise the voting power and attends
the shareholders'meeting in person or
by means of a visual communication
network, he/she/it shall not exercise
his/her/its voting power on the original
proposals, propose amendments to the
original proposals, or exercise the
voting power for amendments to the
original proposals, except for
extemporary motions.
Shareholders (or their proxies) shall
attend shareholders’meetings based on
attendance cards, sign-in cards, or other
certificates of attendance. Solicitors
soliciting proxy forms shall also bring
identification documents for
verification. Shareholders (or their
proxies) when attending the meeting
shall hand in the sign-in cards to be used
to calculate the number of attending
shares.
Attendance at shareholders' meetings
shall be calculated based on the number
of shares. The number of shares in
attendance shall be calculated according
to the shares indicated by the sign-in
cards handed inand the number of
shares registered on the visual
networking platformplus the number of
shares whose voting powers are
exercised electronically.
The Company may appoint lawyers,
accountants or related personnel to
attend the shareholders’ meeting.
The personnel in charge of handling the
affairs of the meeting shall wear
identification badge or armband.
For a shareholders’ meeting convened
by the Board of Directors, the
Chairperson of the Board of Directors
shall preside at the meeting. If the
Chairperson of the Board of Directors is
on leave or unable to exert the rights,
the Vice-Chairperson of the Board of
Directors shall preside instead; if the
position of Vice-Chairperson is vacant		 meeting in person.
The Company may appoint lawyers,
accountants or related personnel to
attend the shareholders’ meeting.
The personnel in charge of handling the
affairs of the meeting shall wear
identification badge or armband.
For a shareholders’ meeting convened
by the Board of Directors, the
Chairperson of the Board of Directors
shall preside at the meeting. If the
Chairperson of the Board of Directors is
on leave or unable to exert the rights,
the Vice-Chairperson of the Board of
Directors shall preside instead; if the
position of Vice-Chairperson is vacant
No. After amendment Before amendment
or the Vice-Chairperson is on leave or
unable to exert the rights, the
Chairperson of the Board of Directors
shall designate a director to preside at
the meeting. If no director is so
designated, the Chairperson of the
meeting shall be elected by the Board of
Directors among themselves.If the
Chairperson is represented by a director,
a director who has served for more than
six months and who understands the
Company's financial and business
conditions shall serve as the
Chairperson. The same shall apply if the
Chairperson is the representative of an
entity director. For a shareholders’
meeting convened by any other person
having the convening right, he/she shall
act as the Chairperson of that meeting; if
there are two or more persons having
the convening right, the Chairperson of
the meeting shall be elected among
themselves.
The complete processes of the meeting
shall be recorded by voice or video
recorders and all the records shall be
kept by the Company for a minimum
period of at least one 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. When a
shareholders'meeting is held by means
of a visual communication network, the
Company shall make an uninterrupted
audio and video recording of the
shareholders'meeting. The materials
and audio and video recordings shall be
properly retained by the Company
throughout its life.		 or the Vice-Chairperson is on leave or
unable to exert the rights, the
Chairperson of the Board of Directors
shall designate a director to preside at
the meeting. If no director is so
designated, the Chairperson of the
meeting shall be elected by the Board of
Directors among themselves. For a
shareholders’ meeting convened by any
other person having the convening right,
he/she shall act as the Chairperson of
that meeting; if there are two or more
persons having the convening right, the
Chairperson of the meeting shall be
elected among themselves.
The complete processes of the meeting
shall be recorded by voice or video
recorders and all the records shall be
kept by the Company for a minimum
period of at least one year.
Article 8-1 If a shareholders'meeting is held by
means of a visual communication
network, shareholders attending the
meeting by means of a visual
communication network may ask
questions in text form on the visual
networking platform after the
Chairperson declares the
commencement of the meeting and
before the Chairperson declares the
adjournment of the meeting. The		 (Newly added)
No. After amendment Before amendment
number of questions asked for each
proposal shall not exceed two, with each
question limited to 200 words. The
provisions of Articles 5, 7, and 8 shall
not apply.
Article 11 When the Company convenes a
shareholders'meeting by means of a
visual communication network,
shareholders attending the meeting by
means of a visual communication
network shall vote on the proposals and
the election on the visual networking
platform after the Chairperson
announces the commencement of the
meeting and before the Chairperson
announces the close of voting. Failure to
do so will be deemed abstention.
In regards to the resolution of proposals,
unless otherwise provided for in the
relevant law and regulation or
Company’s articles of incorporation,
resolution shall be passed by a majority
of the voting rights represented by the
shareholders (or proxies) attending the
meeting.
Proposalsand electionsshall be
resolved by ballotingat one time; votes
shall be counted at one time after the
Chairperson announces the close of
voting.
If there are amendments or substitute
proposals for the same proposal, the
sequence of which to be put to vote
shall be decided by the Chairperson. If
one of the two proposals has been
approved, the other shall be deemed
rejected without requirement to put it to
vote.
The results of voting shall be reported
on the spot and kept for records.
If a shareholders'meeting is held by
means of a visual communication
network, the Company shall
immediately disclose the voting results
of the proposals and the election results		 In regards to the resolution of proposals,
unless otherwise provided for in the
relevant law and regulation or
Company’s articles of incorporation,
resolution shall be passed by a majority
of the voting rights represented by the
shareholders (or proxies) attending the
meeting.
Proposals shall be resolved by balloting.
The Chairperson may refer the
proposals to balloting one-by-one, or
balloting of all proposals (including
election) in aggregate at one time and
count the votes cast separately on each
proposal.
If there are amendments or substitute
proposals for the same proposal, the
sequence of which to be put to vote
shall be decided by the Chairperson. If
one of the two proposals has been
approved, the other shall be deemed
rejected without requirement to put it to
vote.
The results of voting shall be reported
on the spot and kept for records.
No. After amendment Before amendment
on the visual networking platform in
accordance with the regulations and
maintain their availability for at least 15
minutes after the Chairperson
announces the adjournment of the
meeting.
Article 13 If a shareholders'meeting is held by
means of a visual communication
network, the Chairperson shall, when
announcing the commencement of the
meeting, separately announce the date
of the meeting that shall be postponed or
reconvened within five days due to any
obstacles to the visual networking
platform or attendance by means of a
visual communication network that are
caused by natural disasters, incidents, or
other force majeure events lasting for 30
minutes or more, except for the
circumstances where such postponement
or reconvention is not required
according to law.
The Chairperson may announce for a
halt of the meeting in the event of force
majeure during the session, and may
announce for the time of continuing the
meeting depending on the
circumstances.		 The Chairperson may announce for a
halt of the meeting in the event of force
majeure during the session, and may
announce for the time of continuing the
meeting depending on the
circumstances.

3. To approve the amendment to the “ Procedures Governing the Acquisition or Disposal of Assets” of the Company.

Explanation:

  • (1) Pursuant to the official letter issued by the Financial Supervisory Commission (Letter No. FSC 1110380465) on January 28, 2022, it is proposed to amend the “Procedures Governing the Acquisition or Disposal of Assets” of the Company. Please refer to the attached Article Amendments Table for amended articles.

  • (2) This proposal has been approved by the 13[th] meeting of the eighteenth-term Board of Directors on March 7, 2022.

  • (3) The proposal is hereby presented for referendum.

Resolutions:

Amendments Table of “Procedures Governing the Acquisition or Disposal of Assets”

No. After amendment Before amendment
Article 6 Procedures governing the acquisition or
disposal of marketable securities
1. Appraisal procedures
(a) When the Corporation engages in
investments in marketable securities, the
Finance Division or other relevant units
shall conduct financial analyses and
forecast potential returns as well as
assess potential risks with regard to the
investment target.
(b) Trading of marketable securities
conducted on centralized markets or
over-the-counter markets shall be judged
and decided by responsible units based
on market trends. As for trading of
marketable securities which is not
conducted on centralized markets or
over-the-counter markets, financial
statements of the issuing company for
the most recent period audited and
attested by a CPA shall be obtained as a
reference for assessing the transaction
price. Factors such as net asset value of
each share, profitability, and future
development potential shall be taken into
consideration.
2. Solicitation of expert opinions
(a) Before the occurrence date of
acquisition or disposal of marketable
securities by the Corporation, financial
statements of the issuing company for
the most recent period audited and
attested by a CPA shall be obtained as a
reference for assessing the transaction
price. If the transaction amount exceeds
20% of the total paid-in capital of the
Corporation or NT$ 300 million, an
accountant should be consulted regarding		 Procedures governing the acquisition or
disposal of marketable securities
1. Appraisal procedures
(a) When the Corporation engages in
investments in marketable securities, the
Finance Division or other relevant units
shall conduct financial analyses and
forecast potential returns as well as
assess potential risks with regard to the
investment target.
(b) Trading of marketable securities
conducted on centralized markets or
over-the-counter markets shall be judged
and decided by responsible units based
on market trends. As for trading of
marketable securities which is not
conducted on centralized markets or
over-the-counter markets, financial
statements of the issuing company for
the most recent period audited and
attested by a CPA shall be obtained as a
reference for assessing the transaction
price. Factors such as net asset value of
each share, profitability, and future
development potential shall be taken into
consideration.
2. Solicitation of expert opinions
(a) Before the occurrence date of
acquisition or disposal of marketable
securities by the Corporation, financial
statements of the issuing company for
the most recent period audited and
attested by a CPA shall be obtained as a
reference for assessing the transaction
price. If the transaction amount exceeds
20% of the total paid-in capital of the
Corporation or NT$ 300 million, an
accountant should be consulted
No. After amendment Before amendment
the reasonableness of the transaction
value before the occurrence date.
However, these restrictions shall not
apply if publicly quoted prices for said
securities exist on active markets or the
Financial Supervisory Commission
(hereinafter referred to as these “FSC”)
has stipulated otherwise.
(b) If the Corporation acquires or
disposes of assets through foreclosure
auction procedures, certificates issued by
the court may replace appraisal reports or
the opinions of accountants.
3. Decision-making authority and
executive units
The acquisition or disposal of marketable
securities shall be executed upon
approval of relevant data that are
inspected and submitted by the Finance
Division by the board of directors. If
prior approval is impossible, the General
Manager shall be authorized to make
decisions regarding transactions of a
value of less than NT$ 100 million (the
General Manager may also delegate
decision-making authority to others),
while the Chairman shall be authorized
to make decisions regarding transactions
of a value of more than NT$ 100 million
(the Chairman may also delegate
decision-making authority to others).
Transactions shall be approved by the
next board meeting.		 regarding the reasonableness of the
transaction value before the occurrence
date.If said accountant employs expert
reports the provisions set forth in
Statement on Auditing Standards No. 20
issued by the Accounting Research and
Development Foundation.However,
these restrictions shall not apply if
publicly quoted prices for said securities
exist on active markets or the Financial
Supervisory Commission (hereinafter
referred to as these “FSC”) has stipulated
otherwise.
(b) If the Corporation acquires or
disposes of assets through foreclosure
auction procedures, certificates issued by
the court may replace appraisal reports
or the opinions of accountants.
3. Decision-making authority and
executive units
The acquisition or disposal of
marketable securities shall be executed
upon approval of relevant data that are
inspected and submitted by the Finance
Division by the board of directors. If
prior approval is impossible, the General
Manager shall be authorized to make
decisions regarding transactions of a
value of less than NT$ 100 million (the
General Manager may also delegate
decision-making authority to others),
while the Chairman shall be authorized
to make decisions regarding transactions
of a value of more than NT$ 100 million
(the Chairman may also delegate
decision-making authority to others).
Transactions shall be approved by the
next board meeting.
Article 7 Procedures governing the acquisition or
disposal of real property or facilities		 Procedures governing the acquisition or
disposal of real property or facilities
No. After amendment Before amendment
1. Appraisal procedures
(a) When the Corporation engages in
investments in real property and
facilities, the Accounting Division or
other relevant units shall carefully assess
the expected investment returns and risks
based on the current business and
financial conditions and future
development plans.
(b) The declared present value, assessed
value, and the actual transaction value of
adjacent real properties shall be taken
into consideration for the acquisition or
disposal of real property and transaction
terms and values shall be recommended.
These data shall be compiled into an
analysis report.
(c) Facilities shall be acquired or
disposed of through price inquiry, price
comparison, bargaining, or bidding.
2. Appraisal reports for real property or
facilities
Unless real property or facilities are
acquired or disposed of through
transactions with a government agency,
commissioned construction on owned or
rented land, or acquisition and disposal
of operating facilities, appraisal reports
shall be issued by professional appraisers
before the occurrence date for
transaction values exceeding 20% of the
total paid-in capital or NT$ 300 million
(a detailed list of required items for
appraisal reports is provided in Appendix
1). The following regulations shall be
observed:
(a) If limited prices, specified prices, or
special prices are used as a reference
basis for the determination of transaction
prices due to special circumstances, said		 1. Appraisal procedures
(a) When the Corporation engages in
investments in real property and
facilities, the Accounting Division or
other relevant units shall carefully assess
the expected investment returns and risks
based on the current business and
financial conditions and future
development plans.
(b) The declared present value, assessed
value, and the actual transaction value of
adjacent real properties shall be taken
into consideration for the acquisition or
disposal of real property and transaction
terms and values shall be recommended.
These data shall be compiled into an
analysis report.
(c) Facilities shall be acquired or
disposed of through price inquiry, price
comparison, bargaining, or bidding.
2. Appraisal reports for real property or
facilities
Unless real property or facilities are
acquired or disposed of through
transactions with a government agency,
commissioned construction on owned or
rented land, or acquisition and disposal
of operating facilities, appraisal reports
shall be issued by professional appraisers
before the occurrence date for
transaction values exceeding 20% of the
total paid-in capital or NT$ 300 million
(a detailed list of required items for
appraisal reports is provided in
Appendix 1). The following regulations
shall be observed:
(a) If limited prices, specified prices, or
special prices are used as a reference
basis for the determination of transaction
prices due to special circumstances, said
No. After amendment Before amendment
transaction shall be approved in advance
by a board resolution. The
aforementioned procedures shall also
apply to future modifications of
transaction terms.
(b) If transaction amounts exceed NT$ 1
billion, appraisals shall be conducted by
at least two professional appraisers.
(c) An accountant shall be hired to
conduct an appraisal and render specific
opinions regarding the reasons for
discrepancies and the appropriateness of
the transaction price if the results of
appraisals conducted by professional
appraisers meet one of the following
criteria unless the appraised values of
assets to be acquired are all higher than
the transaction amounts or the appraised
values of assets to be disposed of are all
lower than the transaction amounts:
(1) The discrepancy between appraisal
results and the transaction amount
exceeds 20%.
(2) The discrepancy between appraisal
results of two or more professional
appraisers exceeds 10% of the
transaction amount.
(d) No more than 3 months shall elapse
between the issuance date of the
appraisal report and the contract
conclusion date. If the publicly
announced current value for the same
period applies and less than six months
have elapsed, the original professional
appraiser shall issue an official opinion.
(e) If the Corporation acquires or
disposes of assets through foreclosure
auction procedures, certificates issued by
the court may replace appraisal reports or
the opinions of accountants.		 transaction shall be approved in advance
by a board resolution. The
aforementioned procedures shall also
apply to future modifications of
transaction terms.
(b) If transaction amounts exceed NT$ 1
billion, appraisals shall be conducted by
at least two professional appraisers.
(c) An accountant shall be hired to
conduct an appraisalin accordance with
the provisions set forth in Statement on
Auditing Standards No. 20 issued by the
Accounting Research and Development
Foundationand render specific opinions
regarding the reasons for discrepancies
and the appropriateness of the
transaction price if the results of
appraisals conducted by professional
appraisers meet one of the following
criteria unless the appraised values of
assets to be acquired are all higher than
the transaction amounts or the appraised
values of assets to be disposed of are all
lower than the transaction amounts:
(1) The discrepancy between appraisal
results and the transaction amount
exceeds 20%.
(2) The discrepancy between appraisal
results of two or more professional
appraisers exceeds 10% of the
transaction amount.
(d) No more than 3 months shall elapse
between the issuance date of the
appraisal report and the contract
conclusion date. If the publicly
announced current value for the same
period applies and less than six months
have elapsed, the original professional
appraiser shall issue an official opinion.
(e) If the Corporation acquires or
disposes of assets through foreclosure
No. After amendment Before amendment
3. Decision-making authority and
executive units
The acquisition or disposal of real
property or facilities shall be executed
upon approval of relevant data that are
inspected and submitted by the Finance
Division by the board of directors. If
prior approval is impossible, the General
Manager shall be authorized to make
decisions regarding transactions of a
value of less than NT$ 10 million (the
General Manager may also delegate
decision-making authority to others),
while the Chairman shall be authorized
to make decisions regarding transactions
of a value of more than NT$ 10 million
(the Chairman may also delegate
decision-making authority to others).
Transactions shall be approved by the
next board meeting.		 auction procedures, certificates issued by
the court may replace appraisal reports
or the opinions of accountants.
3. Decision-making authority and
executive units
The acquisition or disposal of real
property or facilities shall be executed
upon approval of relevant data that are
inspected and submitted by the Finance
Division by the board of directors. If
prior approval is impossible, the General
Manager shall be authorized to make
decisions regarding transactions of a
value of less than NT$ 10 million (the
General Manager may also delegate
decision-making authority to others),
while the Chairman shall be authorized
to make decisions regarding transactions
of a value of more than NT$ 10 million
(the Chairman may also delegate
decision-making authority to others).
Transactions shall be approved by the
next board meeting.
Article 8 Procedures governing transactions by
related parties
1. When the Corporation intends to
acquire or dispose of assets from or to
related parties, the resolution procedures
and assessment of the reasonableness of
the transaction terms shall be handled in
accordance with the provisions set forth
in these Procedures and appraisal reports
issued by professional appraisers in
accordance with these Procedures or
accountant opinions shall be obtained if
transaction amounts exceed 10% of the
total asset value of the Corporation.
When determining whether transaction
parties are related parties, legal		 Procedures governing transactions by
related parties
1. When the Corporation intends to
acquire or dispose of assets from or to
related parties, the resolution procedures
and assessment of the reasonableness of
the transaction terms shall be handled in
accordance with the provisions set forth
in these Procedures and appraisal reports
issued by professional appraisers in
accordance with these Procedures or
accountant opinions shall be obtained if
transaction amounts exceed 10% of the
total asset value of the Corporation.
When determining whether transaction
parties are related parties, legal
No. After amendment Before amendment
formalities and the actual nature of the
relationship shall be taken into account.
2. Appraisal and operating procedures
(a)If transaction amounts for assets other
than real property acquired or disposed
of from or to related parties exceed 20%
of the total paid-in capital of the
Corporation, 10% of the total asset value,
or NT$ 300 million, the following data
shall be submitted to the board of
directors for approval and the
supervisors for confirmation before
transaction contracts may be signed or
payments made. These regulations shall
not apply to the trading of government
bonds, bonds under repurchase or resale
agreements, or subscription or
redemption of money market funds
issued by domestic securities investment
trust enterprises:
(1)Purpose, necessity, and projected
benefits of asset acquisition or disposal.
(2)Reasons for selection of related
parties as transaction parties.
(3)Data related to the assessment of the
reasonableness of the predefined
transaction terms with regard to assets
acquired from related parties conducted
in accordance with relevant regulations
set forth in Paragraph 3, Clause 1 and 4
of this article.
(4)Date and price of the original
acquisition by the related party,
transaction parties, and their relationship
with the Corporation and the related
party.
(5)Forecasted monthly cash flows in
the year following the month of contract
conclusion and assessment of the
necessity of the transaction and the		 formalities and the actual nature of the
relationship shall be taken into account.
2. Appraisal and operating procedures
If transaction amounts for assets other
than real property acquired or disposed
of from or to related parties exceed 20%
of the total paid-in capital of the
Corporation, 10% of the total asset
value, or NT$ 300 million, the following
data shall be submitted to the board of
directors for approval and the
supervisors for confirmation before
transaction contracts may be signed or
payments made. These regulations shall
not apply to the trading of government
bonds, bonds under repurchase or resale
agreements, or subscription or
redemption of money market funds
issued by domestic securities investment
trust enterprises:
(a)Purpose, necessity, and projected
benefits of asset acquisition or disposal.
(b)Reasons for selection of related
parties as transaction parties.
(c)Data related to the assessment of the
reasonableness of the predefined
transaction terms with regard to assets
acquired from related parties conducted
in accordance with relevant regulations
set forth in Paragraph 3, Clause 1 and 4
of this article.
(d)Date and price of the original
acquisition by the related party,
transaction parties, and their relationship
with the Corporation and the related
party.
(e)Forecasted monthly cash flows in
the year following the month of contract
conclusion and assessment of the
necessity of the transaction and the
No. After amendment Before amendment
reasonableness of fund utilization.
(6)Appraisal reports issued by
professional appraisers or accountant
opinions obtained in accordance with the
regulations set forth in Paragraph one of
this article.
(7)Restrictions and other important
covenants pertaining to this transaction.
(b)When submitted for discussion by the
board of directors pursuant to the
preceding paragraph, the board of
directors shall take into full
consideration each independent director's
opinions. If an independent director
objects to or expresses reservations about
any matter, it shall be recorded in the
minutes of the board of directors
meeting.
(c) If the Corporation or the subsidiary
thereof that is not a domestic public
company will have a transaction set out
in paragraph 1 and the transaction
amount will reach 10 percent or more of
the Corporation total assets, the
Corporation shall submit the materials in
all the subparagraphs of paragraph 1 to
the shareholders meeting for approval
before the transaction contract may be
entered into and any payment made.
However, this restriction does not apply
to transactions between the Corporation
and its parent company or subsidiaries or
between its subsidiaries.
3. Assessment of the reasonableness of
transaction costs
(a) The following methods shall be
employed for assessments of the
reasonableness of transaction costs for
real property acquired from related
parties:		 reasonableness of fund utilization.
(f)Appraisal reports issued by
professional appraisers or accountant
opinions obtained in accordance with the
regulations set forth in Paragraph one of
this article.
(g)Restrictions and other important
covenants pertaining to this transaction.
When submitted for discussion by the
board of directors pursuant to the
preceding paragraph, the board of
directors shall take into full
consideration each independent director's
opinions. If an independent director
objects to or expresses reservations
about any matter, it shall be recorded in
the minutes of the board of directors
meeting.
3. Assessment of the reasonableness of
transaction costs
(a) The following methods shall be
employed for assessments of the
reasonableness of transaction costs for
real property acquired from related
parties:
No. After amendment Before amendment
(1)Addition of necessary interest on
funds and costs borne by the buyer in
accordance with relevant laws based on
the transaction price of the related party.
Necessary interest on funds is imputed as
the weighted average interest rate on
borrowed funds in the year of asset
acquisition by the Corporation. This rate
shall not exceed the maximum interest
rate on borrowings for non-financial
institutions as announced by the Ministry
of Finance.
(2) Total loan value appraisal conducted
by a financial institution if a mortgage
loan has been secured by the related
party for said property. The actual
cumulative loan amount granted by the
financial institution for the property shall
amount to over 70% of the total
appraised loan value of the property and
the period of the loan shall exceed one
year. These regulations shall not apply if
the financial institution and one of the
transaction parties are related parties.
(b) In case of combined purchases of
land and structures as a single property,
transaction costs may be appraised
separately for the land and building
structures by employing any method
specified in the preceding clause.
(c) When acquiring real property from
related parties, the Corporation shall not
only appraise the costs of said property
in accordance with the regulations set
forth in the preceding two clauses but
shall also hire an accountant to conduct
reviews and render specific opinions.
(d) When one of the following
conditions applies to the acquisition of
real property from related parties, such
transactions shall be handled in		 (1)Addition of necessary interest on
funds and costs borne by the buyer in
accordance with relevant laws based on
the transaction price of the related party.
Necessary interest on funds is imputed as
the weighted average interest rate on
borrowed funds in the year of asset
acquisition by the Corporation. This rate
shall not exceed the maximum interest
rate on borrowings for non-financial
institutions as announced by the Ministry
of Finance.
(2) Total loan value appraisal conducted
by a financial institution if a mortgage
loan has been secured by the related
party for said property. The actual
cumulative loan amount granted by the
financial institution for the property shall
amount to over 70% of the total
appraised loan value of the property and
the period of the loan shall exceed one
year. These regulations shall not apply if
the financial institution and one of the
transaction parties are related parties.
(b) In case of combined purchases of
land and structures as a single property,
transaction costs may be appraised
separately for the land and building
structures by employing any method
specified in the preceding clause.
(c) When acquiring real property from
related parties, the Corporation shall not
only appraise the costs of said property
in accordance with the regulations set
forth in the preceding two clauses but
shall also hire an accountant to conduct
reviews and render specific opinions.
(d) When one of the following
conditions applies to the acquisition of
real property from related parties, such
transactions shall be handled in
No. After amendment Before amendment
accordance with the regulations set forth
in Paragraph 1 and 2 of this article. The
regulations regarding assessment of the
reasonableness of transaction costs in the
preceding three clauses shall not be
applicable to such transactions.
(1) Related party acquired the real
property through inheritance or as a gift.
(2) Over five years have elapsed between
the time the related party concluded a
contract to acquire the property and the
date of the current transaction contract.
(3) Real property acquired by the related
party through the signing of a joint
construction contract or construction on
owned or rented land by the related party
as a contractor.
(4) The real property right-of-use assets
for business use are acquired by the
Corporation with its parent or
subsidiaries, or by its subsidiaries in
which it directly or indirectly holds 100
percent of the issued shares or authorized
capital.
(e) If the results of assessments
conducted in accordance with the
regulations set forth in Clause (a) and (b)
of this paragraph are uniformly lower
than the transaction price, the regulations
prescribed in Clause (f) and (g) of this
paragraph shall apply. These restrictions
shall not apply in case of the following
circumstances if objective evidence has
been submitted and specific opinions on
reasonableness have been obtained from
professional real estate appraisers or
accountants:
(1) The related party has acquired raw or
leased land for construction. Proof of
conformance with one of the following
conditions shall be provided:		 accordance with the regulations set forth
in Paragraph 1 and 2 of this article. The
regulations regarding assessment of the
reasonableness of transaction costs in the
preceding three clauses shall not be
applicable to such transactions.
(1) Related party acquired the real
property through inheritance or as a gift.
(2) Over five years have elapsed between
the time the related party concluded a
contract to acquire the property and the
date of the current transaction contract.
(3) Real property acquired by the related
party through the signing of a joint
construction contract or construction on
owned or rented land by the related party
as a contractor.
(4) The real property right-of-use assets
for business use are acquired by the
Corporation with its parent or
subsidiaries, or by its subsidiaries in
which it directly or indirectly holds 100
percent of the issued shares or authorized
capital.
(e) If the results of assessments
conducted in accordance with the
regulations set forth in Clause (a) and (b)
of this paragraph are uniformly lower
than the transaction price, the regulations
prescribed in Clause (f) and (g) of this
paragraph shall apply. These restrictions
shall not apply in case of the following
circumstances if objective evidence has
been submitted and specific opinions on
reasonableness have been obtained from
professional real estate appraisers or
accountants:
(1) The related party has acquired raw or
leased land for construction. Proof of
conformance with one of the following
conditions shall be provided:
No. After amendment Before amendment
i. Where undeveloped land is appraised
in accordance with the means in the
preceding Article, and structures
according to the related party's
construction cost plus reasonable
construction profit are valued in excess
of the actual transaction price. The
"Reasonable construction profit" shall be
deemed the average gross operating
profit margin of the related party's
construction division over the most
recent 3 years or the gross profit margin
for the construction industry for the most
recent period as announced by the
Ministry of Finance, whichever is lower.
ii. Completed transactions by unrelated
parties within the preceding year
involving other floors of the same
property or neighboring or closely
valued parcels of land, where the land
area and transaction terms are similar
after calculation of reasonable price
discrepancies in floor or area land prices
in accordance with standard property
market sale or leasing practices.
(2) If the Corporation provides evidence
that the transaction terms of real property
acquired from related parties are similar
to those of completed transactions by
non-related parties of adjoining areas of
a similar parcel size within the last year.
The term “adjoining area transactions”
shall refer to transactions in the same or
an adjacent street block and within a
radius of less than 500m from the
transaction object or if the publicly
announced current value is similar. The
term “similar area size” shall refer to
area sizes of transactions of non-related
parties of at least 50% of the transaction
object.		 i. Where undeveloped land is appraised
in accordance with the means in the
preceding Article, and structures
according to the related party's
construction cost plus reasonable
construction profit are valued in excess
of the actual transaction price. The
"Reasonable construction profit" shall be
deemed the average gross operating
profit margin of the related party's
construction division over the most
recent 3 years or the gross profit margin
for the construction industry for the most
recent period as announced by the
Ministry of Finance, whichever is lower.
ii. Completed transactions by unrelated
parties within the preceding year
involving other floors of the same
property or neighboring or closely
valued parcels of land, where the land
area and transaction terms are similar
after calculation of reasonable price
discrepancies in floor or area land prices
in accordance with standard property
market sale or leasing practices.
(2) If the Corporation provides evidence
that the transaction terms of real property
acquired from related parties are similar
to those of completed transactions by
non-related parties of adjoining areas of
a similar parcel size within the last year.
The term “adjoining area transactions”
shall refer to transactions in the same or
an adjacent street block and within a
radius of less than 500m from the
transaction object or if the publicly
announced current value is similar. The
term “similar area size” shall refer to
area sizes of transactions of non-related
parties of at least 50% of the transaction
object.
No. After amendment Before amendment
(f) If the results of assessments
conducted for real property acquired
from related parties in accordance with
the regulations set forth in the preceding
five clauses of this paragraph are
uniformly lower than the transaction
price, the following steps shall be taken:
(1) A special reserve shall be set aside to
account for the difference between the
transaction price of the real property and
the appraised costs in accordance with
the regulations set forth in Article 41,
Paragraph 1 of the Securities and
Exchange Act. Said reserve shall not be
distributed or used for capital increase or
stock dividends. If investors of this
Corporation, which are public
companies, adopt the equity method for
evaluation they shall also set aside a
special reserve proportional to its
shareholding ratio in accordance with the
law.
(2) Supervisors shall handle the matter in
accordance with Article 218 of the
Company Act.
(3) Measures taken in accordance with
sub-clause 1 and 2 above shall be
reported to the board of directors and the
transaction details shall be disclosed in
annual reports and investment
prospectuses.
(g) Special reserves set aside by this
Corporation pursuant to the regulations
set forth in the preceding clause shall
only be used upon approval by the
Financial Supervisory Commission after
a loss due to declining market values of
assets purchased at a premium has been
determined or they have been disposed
of, or appropriate compensation has been
made, or the status quo ante has been		 (f) If the results of assessments
conducted for real property acquired
from related parties in accordance with
the regulations set forth in the preceding
five clauses of this paragraph are
uniformly lower than the transaction
price, the following steps shall be taken:
(1) A special reserve shall be set aside to
account for the difference between the
transaction price of the real property and
the appraised costs in accordance with
the regulations set forth in Article 41,
Paragraph 1 of the Securities and
Exchange Act. Said reserve shall not be
distributed or used for capital increase or
stock dividends. If investors of this
Corporation, which are public
companies, adopt the equity method for
evaluation they shall also set aside a
special reserve proportional to its
shareholding ratio in accordance with the
law.
(2) Supervisors shall handle the matter in
accordance with Article 218 of the
Company Act.
(3) Measures taken in accordance with
sub-clause 1 and 2 above shall be
reported to the board of directors and the
transaction details shall be disclosed in
annual reports and investment
prospectuses.
(g) Special reserves set aside by this
Corporation pursuant to the regulations
set forth in the preceding clause shall
only be used upon approval by the
Financial Supervisory Commission after
a loss due to declining market values of
assets purchased at a premium has been
determined or they have been disposed
of, or appropriate compensation has been
made, or the status quo ante has been
No. After amendment Before amendment
restored, or other types of evidence
prove that no unreasonable
circumstances exist.
(h) If other types of evidence indicate
that irregular business practices exist
with regard to the acquisition of real
property from related parties by the
Corporation, matters shall be handled in
accordance with the regulations set forth
in Clause (f) and (g) of this paragraph.
4. Decision-making authority and
executive units
Acquisition or disposal of operating
facilities between the Corporation and its
subsidiaries shall be executed upon
approval of relevant data that are
inspected and submitted by the
Accounting Division or other relevant
departments by the board of directors.
The Chairman shall be authorized to
make prior decisions regarding
transactions of a value of less than NT$ 300 million. Such transactions shall be
confirmed by the next board meeting.
(a) Where equipment or right-of-use
assets thereof for business use are
acquired or disposed of.
(b) Where real property or right-of-use
assets thereof for business use are
acquired or disposed of.
5. Percentages of the total asset value
referred to in the regulations prescribed
in these Procedures shall be calculated
based on the total asset value indicated in
the most recent parent company only
financial statement or individual
financial statement prepared in
accordance with the Regulations
Governing the Preparation of Financial		 restored, or other types of evidence
prove that no unreasonable
circumstances exist.
(h) If other types of evidence indicate
that irregular business practices exist
with regard to the acquisition of real
property from related parties by the
Corporation, matters shall be handled in
accordance with the regulations set forth
in Clause (f) and (g) of this paragraph.
4. Decision-making authority and
executive units
Acquisition or disposal of operating
facilities between the Corporation and its
subsidiaries shall be executed upon
approval of relevant data that are
inspected and submitted by the
Accounting Division or other relevant
departments by the board of directors.
The Chairman shall be authorized to
make prior decisions regarding
transactions of a value of less than NT$ 300 million. Such transactions shall be
confirmed by the next board meeting.
Where equipment or right-of-use assets
thereof for business use are acquired or
disposed of.
Where real property or right-of-use assets
thereof for business use are acquired or
disposed of.
5. Percentages of the total asset value
referred to in the regulations prescribed
in these Procedures shall be calculated
based on the total asset value indicated
in the most recent parent company only
financial statement or individual
financial statement prepared in
accordance with the Regulations
Governing the Preparation of Financial
No. After amendment Before amendment
Reports by Securities Issuers. Reports by Securities Issuers.
Article 9 Procedures governing the acquisition or
disposal of memberships or intangible
assets
1. Appraisal and operating procedures
(a) When acquiring or disposing of
memberships, transaction terms and
prices shall be recommended based on
fair market prices and shall be compiled
into an analysis report. Transactions of a
value of less than NT$ 3 million shall be
approved by the General Manager and
reported to the next board meeting after
completion of said transaction to be
approved for future reference.
Transactions of a value of more than
NT$ 3 million shall be approved by a
board meeting before they are executed.
(b) When acquiring or disposing of
intangible assets, transaction terms and
prices shall be recommended based on
expert appraisal reports or fair market
prices and shall be compiled into an
analysis report to be submitted to the
General Manager. Transactions of a
value of less than NT$ 3 million shall be
approved by the General Manager and
reported to the next board meeting after
completion of said transaction to be
approved for future reference.
Transactions of a value of more than
NT$ 3 million shall be approved by a
board meeting before they are executed.
2. Expert appraisal reports and
opinions for memberships or intangible
assets
(a) When acquiring or disposing of
intangible assets, the Corporation shall
obtain appraisal reports issued by		 Procedures governing the acquisition or
disposal of memberships or intangible
assets
1. Appraisal and operating procedures
(a) When acquiring or disposing of
memberships, transaction terms and
prices shall be recommended based on
fair market prices and shall be compiled
into an analysis report. Transactions of a
value of less than NT$ 3 million shall be
approved by the General Manager and
reported to the next board meeting after
completion of said transaction to be
approved for future reference.
Transactions of a value of more than
NT$ 3 million shall be approved by a
board meeting before they are executed.
(b) When acquiring or disposing of
intangible assets, transaction terms and
prices shall be recommended based on
expert appraisal reports or fair market
prices and shall be compiled into an
analysis report to be submitted to the
General Manager. Transactions of a
value of less than NT$ 3 million shall be
approved by the General Manager and
reported to the next board meeting after
completion of said transaction to be
approved for future reference.
Transactions of a value of more than
NT$ 3 million shall be approved by a
board meeting before they are executed.
2. Expert appraisal reports and
opinions for memberships or intangible
assets
(a) When acquiring or disposing of
intangible assets, the Corporation shall
obtain appraisal reports issued by
No. After amendment Before amendment
experts.
(b) Unless memberships or intangible
assets are acquired or disposed of
through transactions with a government
agency, accountants shall be hired to
render opinions regarding the
reasonableness of transaction prices
before the occurrence date for
transaction values exceeding 20% of the
total paid-in capital or NT$ 300 million.
(c) If the Corporation acquires or
disposes of assets through foreclosure
auction procedures, certificates issued by
the court may replace appraisal reports or
the opinions of accountants.
3. Executive units
Acquisitions and disposals of
memberships or intangible assets shall be
executed upon submission for approval
by the Accounting Division in
accordance with the authority levels
specified in Paragraph 1.		 experts.
(b) Unless memberships or intangible
assets are acquired or disposed of
through transactions with a government
agency, accountants shall be hired to
render opinions regarding the
reasonableness of transaction pricesin
accordance with the provisions
prescribed in Statement on Auditing
Standards No. 20 issued by the
Accounting Research and Development
Foundationbefore the occurrence date
for transaction values exceeding 20% of
the total paid-in capital or NT$ 300
million.
(c) If the Corporation acquires or
disposes of assets through foreclosure
auction procedures, certificates issued by
the court may replace appraisal reports
or the opinions of accountants.
3. Executive units
Acquisitions and disposals of
memberships or intangible assets shall
be executed upon submission for
approval by the Accounting Division in
accordance with the authority levels
specified in Paragraph 1.
Article 9-1 The calculation of transaction amounts
referred to in Article 6, 7, and 9 and
Article 8, Paragraph 1 shall be handled in
accordance with the regulations set forth
in Article 12, Paragraph 1, Clause 5.
“Within the last year” as used herein
shall refer to one year calculated
backwards from the occurrence date of
this transaction. Items for which an
appraisal report from a professional
appraiser or the opinion of an accountant
has been obtained in accordance with		 The calculation of transaction amounts
referred to in Article 6, 7, and 9 and
Article 8, Paragraph 1 shall be handled
in accordance with the regulations set
forth in Article 12, Paragraph 1, Clause
5. “Within the last year” as used herein
shall refer to one year calculated
backwards from the occurrence date of
this transaction. Items for which an
appraisal report from a professional
appraiser or the opinion of an accountant
has been obtained in accordance with
No. After amendment Before amendment
these Procedures need not be counted
toward the transaction amount.
The calculation of transaction amounts
referred to in Article 8, Paragraph 2 shall
be handled in accordance with the
regulations set forth in Article 12,
Paragraph 1, Clause 5. “Within the last
year” as used herein shall refer to one
year calculated back from the occurrence
date of this transaction. Items that have
been approved by the board of directors
and confirmed bythe shareholders’
meeting orthe audit committee in
accordance with these Procedures need
not be counted toward the transaction
amount.		 these Procedures need not be counted
toward the transaction amount.
The calculation of transaction amounts
referred to in Article 8, Paragraph 2 shall
be handled in accordance with the
regulations set forth in Article 12,
Paragraph 1, Clause 5. “Within the last
year” as used herein shall refer to one
year calculated back from the occurrence
date of this transaction. Items that have
been approved by the board of directors
and confirmed by the audit committee in
accordance with these Procedures need
not be counted toward the transaction
amount.
Article 12 Procedures governing the public
disclosure of information
1. Items to be publicly announced and
reported and relevant standards
(a) Transaction amounts for real
property acquired or disposed of from or
to a related party as well as assets other
than real property acquired or disposed
of from or to a related party exceed 20%
of the total paid-in capital of the
Corporation, 10% of the total asset value,
or NT$ 300 million. These regulations
shall not apply to trading of government
bonds, bonds under repurchase or resale
agreements, or subscription or
redemption of money market funds
issued by domestic securities investment
trust enterprises.
(b) Mergers, demergers, acquisitions, or
transfer of shares.
(c) Losses incurred due to the trading of
derivatives reach the upper limits for all
contracts or individual contracts as set
out in Article 10, Paragraph 1, Clause (f).
(d) Acquisition or disposal of operating		 Procedures governing the public
disclosure of information
1. Items to be publicly announced and
reported and relevant standards
(a) Transaction amounts for real
property acquired or disposed of from or
to a related party as well as assets other
than real property acquired or disposed
of from or to a related party exceed 20%
of the total paid-in capital of the
Corporation, 10% of the total asset
value, or NT$ 300 million. These
regulations shall not apply to trading of
government bonds, bonds under
repurchase or resale agreements, or
subscription or redemption of money
market funds issued by domestic
securities investment trust enterprises.
(b) Mergers, demergers, acquisitions, or
transfer of shares.
(c) Losses incurred due to the trading of
derivatives reach the upper limits for all
contracts or individual contracts as set
out in Article 10, Paragraph 1, Clause
(f).
No. After amendment Before amendment
facilities if the transaction party is not a
related party and transaction amounts fall
short of NT$ 500 million.
(e) If real property is acquired through
commissioned construction on owned or
rented land, joint construction and
allocation of housing units or ownership
percentages or separate sale with
projected transaction amounts of less
than NT$ 500 million.
(f) Asset transactions or investments in
Mainland China not stated in the
preceding five clauses if transaction
amounts exceed 20% of the total paid-in
capital of the Corporation or NT$ 300
million.
This shall not apply to the following
conditions:
(1) Trading of domestic government
bondsor foreign government bonds with
a rating that is not lower than the
sovereign rating of Taiwan.
(2) Bonds under repurchase or resale
agreements, or subscription or
redemption of money market issued by
domestic securities investment trust
enterprises.
(g) The transaction amounts specified in
the preceding six clauses shall be
calculated as follows:
(1) Amount of any individual
transaction.
(2) Cumulative transaction amount
through acquisitions and disposals of the
same type of underlying asset with the
same trading counterpart within the last
year.
(3) Cumulative transaction amount
through acquisitions or disposals
(acquisitions and disposals cumulated
separately) of real property of the same		 (d) Acquisition or disposal of operating
facilities if the transaction party is not a
related party and transaction amounts
fall short of NT$ 500 million.
(e) If real property is acquired through
commissioned construction on owned or
rented land, joint construction and
allocation of housing units or ownership
percentages or separate sale with
projected transaction amounts of less
than NT$ 500 million.
(f) Asset transactions or investments in
Mainland China not stated in the
preceding five clauses if transaction
amounts exceed 20% of the total paid-in
capital of the Corporation or NT$ 300
million.
This shall not apply to the following
conditions:
(1) Trading of domestic government
bonds.
(2) Bonds under repurchase or resale
agreements, or subscription or
redemption of money market issued by
domestic securities investment trust
enterprises.
(g) The transaction amounts specified in
the preceding six clauses shall be
calculated as follows:
(1) Amount of any individual
transaction.
(2) Cumulative transaction amount
through acquisitions and disposals of the
same type of underlying asset with the
same trading counterpart within the last
year.
(3) Cumulative transaction amount
through acquisitions or disposals
(acquisitions and disposals cumulated
separately) of real property of the same
development program within the last
No. After amendment Before amendment
development program within the last
year.
(4) Cumulative transaction amount
through acquisitions or disposals
(acquisitions and disposals cumulated
separately) of the same security type
within the last year.
(h) “Within the last year” as used herein
shall refer to one year calculated back
from the occurrence date of this
transaction. Items already announced in
accordance with these Procedures need
not be counted toward the transaction
amount.
2. Time limits for public
announcements and reports
Public announcements and reports for
asset acquisitions and disposals as
specified in Clause (a) – (h) of the
preceding paragraph shall be issued
within two days after occurrence.
3. Announcement and reporting
procedures
(a) This Corporation shall announce and
report relevant information on the
website designated by the Financial
Supervisory Commission.
(b) This Corporation shall post
information pertaining to derivative
trading conducted by itself and its
subsidiaries that are not domestic public
companies until the end of the previous
month on the information reporting
website designated by the Financial
Supervisory Commission by the tenth of
every month.
(c) In case of necessary corrections of
errors and omissions in required items
for public announcements, the		 year.
(4) Cumulative transaction amount
through acquisitions or disposals
(acquisitions and disposals cumulated
separately) of the same security type
within the last year.
(h) “Within the last year” as used herein
shall refer to one year calculated back
from the occurrence date of this
transaction. Items already announced in
accordance with these Procedures need
not be counted toward the transaction
amount.
2. Time limits for public
announcements and reports
Public announcements and reports for
asset acquisitions and disposals as
specified in Clause (a) – (h) of the
preceding paragraph shall be issued
within two days after occurrence.
3. Announcement and reporting
procedures
(a) This Corporation shall announce and
report relevant information on the
website designated by the Financial
Supervisory Commission.
(b) This Corporation shall post
information pertaining to derivative
trading conducted by itself and its
subsidiaries that are not domestic public
companies until the end of the previous
month on the information reporting
website designated by the Financial
Supervisory Commission by the tenth of
every month.
(c) In case of necessary corrections of
errors and omissions in required items
for public announcements, the
No. After amendment Before amendment
Corporation shall re- announce all
required items within two days counting
inclusively from the date of knowing of
such error or omission.
(d) Upon public announcement of
transactions in accordance with relevant
regulations, the Corporation shall
announce information related to the
following circumstances on the website
designated by FSC within two days upon
occurrence:
(1) Modification, termination, or
rescission of contracts related to original
transactions.
(2) Failure to complete mergers,
demergers, acquisitions, or transfer of
shares by the scheduled date stipulated in
the contract.
(3) Modification of the contents of
original announcements or reports.
(4) Announcements format
This Corporation makes announcements
based on the items and contents set out in
these Procedures. Formats are based on
the Regulations Governing the
Acquisition and Disposal of Assets by
Public Companies in the appendix.		 Corporation shall re- announce all
required items within two days counting
inclusively from the date of knowing of
such error or omission.
(d) Upon public announcement of
transactions in accordance with relevant
regulations, the Corporation shall
announce information related to the
following circumstances on the website
designated by FSC within two days upon
occurrence:
(1) Modification, termination, or
rescission of contracts related to original
transactions.
(2) Failure to complete mergers,
demergers, acquisitions, or transfer of
shares by the scheduled date stipulated in
the contract.
(3) Modification of the contents of
original announcements or reports.
(4) Announcements format
This Corporation makes announcements
based on the items and contents set out
in these Procedures. Formats are based
on the Regulations Governing the
Acquisition and Disposal of Assets by
Public Companies in the appendix.

4. To approve the amendment to the “ Procedures Governing Loans of Funds to Others” and the “Procedures Governing Endorsements/Guarantees” of the Company.

Explanation:

  • (1) Pursuant to the “Q and A of Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” issued by the Financial Supervisory Commission on December 24, 2021, which amend the standard of announcement declaration by public companies or its about new added loans of funds to others or governing endorsements/guarantees, the Company shall amend the company bylaw of “Procedures Governing Loans of Funds to Others” and the “Procedures Governing Endorsements/Guarantees”. Please refer to the attached Article Amendments Tables for amended articles.

  • (2) This proposal has been approved by the 13[th] meeting of the eighteenth-term Board of Directors on March 7, 2022.

  • (3) The proposal is hereby presented for referendum.

Resolutions:

Amendments Table of “Procedures Governing Loans of Funds to Others”

No. After amendment Before amendment
Article 8 (Public announcement and reporting
procedures)
This Corporation shall publicly announce
and report the aggregate balance of loans
extended by itself and its subsidiaries in
the previous month by the 10th of every
month.
Public announcements and reports shall
be made within two days after the
occurrence date if loans of funds
extended by this Corporation meet one of
the following criteria:
1. The balance of loans extended by this
Corporation and its subsidiaries exceeds
20% of the net value as stated in the latest
financial statement.
2. The balance of loans extended by this
Corporation and its subsidiaries to a
single enterprise exceeds 10% of the net
value as stated in the latest financial
statement.
3. The total amount ofnew loan(s)
extended by this Corporation or its
subsidiaries exceeds NT$ 10 million or
2% of the net value as stated in the latest
financial statement.
If subsidiaries of this Corporation are not
domestic public companies, public
announcements in accordance with
Clause 3 of the preceding paragraph shall
be made by this Corporation on their
behalf.
The term “public announcements and
reports” as used in these procedures shall
refer to the posting of relevant
information on the information reporting
website designated by the Financial
Supervisory Commission.
The term “ Occurrence date” as used in		 (Public announcement and reporting
procedures)
This Corporation shall publicly announce
and report the aggregate balance of loans
extended by itself and its subsidiaries in
the previous month by the 10th of every
month.
Public announcements and reports shall
be made within two days after the
occurrence date if loans of funds
extended by this Corporation meet one of
the following criteria:
1. The balance of loans extended by this
Corporation and its subsidiaries exceeds
20% of the net value as stated in the latest
financial statement.
2. The balance of loans extended by this
Corporation and its subsidiaries to a
single enterprise exceeds 10% of the net
value as stated in the latest financial
statement.
3. The total amount of a new loan
extended by this Corporation or its
subsidiaries exceeds NT$ 10 million or
2% of the net value as stated in the latest
financial statement.
If subsidiaries of this Corporation are not
domestic public companies, public
announcements in accordance with
Clause 3 of the preceding paragraph shall
be made by this Corporation on their
behalf.
The term “public announcements and
reports” as used in these procedures shall
refer to the posting of relevant
information on the information reporting
website designated by the Financial
Supervisory Commission.
The term “ Occurrence date” as used in
No. After amendment Before amendment
these procedures shall refer to the date of
contract signing, date of payment, dates
of board resolutions, or other dates which
determine transaction counterparties and
amounts, whichever date is earlier.
This Corporation shall assess loan
conditions and establish sufficient
allowances for uncollectible accounts,
disclose relevant information in financial
statements in an adequate manner, as well
as provide relevant data for required audit
procedures conducted by a CPA.		 these procedures shall refer to the date of
contract signing, date of payment, dates
of board resolutions, or other dates which
determine transaction counterparties and
amounts, whichever date is earlier.
This Corporation shall assess loan
conditions and establish sufficient
allowances for uncollectible accounts,
disclose relevant information in financial
statements in an adequate manner, as well
as provide relevant data for required audit
procedures conducted by a CPA.

Amendments Table of “Procedures Governing Endorsements/Guarantees”

No. After amendment Before amendment
Article 8 This Corporation shall publicly
announce and report the aggregate
balance of endorsements/guarantees
provided by itself and its subsidiaries in
the previous month by the 10th of
every month.
Public announcements and reports shall
be made within two days after the
occurrence date if
endorsements/guarantees provided by
this Corporation meet one of the
following criteria:
I. The balance of
endorsements/guarantees provided
by this Corporation and its
subsidiaries exceeds 50% of the net
value as stated in the most recent
financial statement
II. The balance of
endorsements/guarantees provided
by this Corporation and its
subsidiaries for a single enterprise
exceeds 20% of the net value as
stated in the most recent financial
statement.
III. The balance of
endorsements/guarantees provided
by this Corporation and its
subsidiaries for a single enterprise
exceeds NT$ 10 million and the
aggregate amount of
endorsements/guarantees to, long-
term investments in, and loan
balance with said enterprise
exceeds 30% of the net value as
stated in the most recent financial
statement.
IV. The newly added
endorsement/guarantee amounts of		 This Corporation shall publicly
announce and report the aggregate
balance of endorsements/guarantees
provided by itself and its subsidiaries in
the previous month by the 10th of
every month.
Public announcements and reports shall
be made within two days after the
occurrence date if
endorsements/guarantees provided by
this Corporation meet one of the
following criteria:
I. The balance of
endorsements/guarantees provided
by this Corporation and its
subsidiaries exceeds 50% of the net
value as stated in the most recent
financial statement
II. The balance of
endorsements/guarantees provided
by this Corporation and its
subsidiaries for a single enterprise
exceeds 20% of the net value as
stated in the most recent financial
statement.
III. The balance of
endorsements/guarantees provided
by this Corporation and its
subsidiaries for a single enterprise
exceeds NT$ 10 million and the
aggregate amount of
endorsements/guarantees to, long-
term investments in, and loan
balance with said enterprise
exceeds 30% of the net value as
stated in the most recent financial
statement.
IV. One ofthe newly added
endorsement/guarantee amounts of
No. After amendment Before amendment
this Corporation or its subsidiaries
exceed NT$ 30 million or 5% of the
net value as stated in the most
recent financial statement.
If subsidiaries of this Corporation are
not domestic public companies, public
announcements in accordance with
Clause 4 of the preceding paragraph
shall be made by this Corporation on
their behalf.
The term “public announcements and
reports” as used in these procedures
shall refer to the posting of relevant
information on the information
reporting website designated by the
Financial Supervisory Commission.
The term “ Occurrence date” as used in
these procedures shall refer to the date
of contract signing, date of payment,
dates of board resolutions, or other
dates which determine transaction
counterparties and amounts, whichever
date is earlier.
The corporation shall assess or record
losses incurred due to
endorsements/guarantees and disclose
information pertaining to
endorsements/guarantees in an
adequate manner in financial
statements as well as provide relevant
data for required audit procedures
conducted by a CPA.		 this Corporation or its subsidiaries
exceed NT$ 30 million or 5% of the
net value as stated in the most
recent financial statement.
If subsidiaries of this Corporation are
not domestic public companies, public
announcements in accordance with
Clause 4 of the preceding paragraph
shall be made by this Corporation on
their behalf.
The term “public announcements and
reports” as used in these procedures
shall refer to the posting of relevant
information on the information
reporting website designated by the
Financial Supervisory Commission.
The term “ Occurrence date” as used in
these procedures shall refer to the date
of contract signing, date of payment,
dates of board resolutions, or other
dates which determine transaction
counterparties and amounts, whichever
date is earlier.
The corporation shall assess or record
losses incurred due to
endorsements/guarantees and disclose
information pertaining to
endorsements/guarantees in an
adequate manner in financial
statements as well as provide relevant
data for required audit procedures
conducted by a CPA.

5. To elect Directors (including Independent Directors) of the Company.

Explanation:

  • (1) The 16[th] term Directors were elected and appointed at the 2019 Annual General Shareholders’ Meeting, serving a term of three years and the tenure will expire. The Board of Directors resolved that Directors be elected at this Annual General Shareholders’ Meeting.

  • (2) According to Article 16 of the “Articles of Incorporation”, 11 Directors (including 3 Independent Directors) shall be elected, and each Director will serve a three year term beginning from June 8, 2022.

  • (3) Director and Independent Director candidates shall be nominated by the candidate nomination system. The Board of Directors or any shareholder with 1% shareholding or more may nominate candidates. The period for candidate nomination of Directors and Independent Directors to be elected in this coming Shareholders’ Meeting is from April 1, 2022 to April 11, 2022. During this period, the Board of Directors has received the nomination of 8 Director candidates and 3 Independent Director candidates from the shareholder, Asia Cement Corporation. The Board has reviewed the candidate list of Directors and Independent Directors in the 14[th] meeting of the eighteenth-term Board of Directors on April 27, 2022. And the list also be announced publicly in accordance with the law.

  • (4) Please refer to the following table for the candidate list.

  • (5) Please elect.

Resolutions:

List of The 19[th] Term Director (including Independent Director) Candidates

No Type Candidate Education Major Experiences Current position Name of
Institutional
Shareholders
1 Director Hsu, Shu-Tong Master, University of
Notre Dame, USA		  Chairman, Far Eastern
New Century Corp.
 Chairman, Asia Cement
Corp.
 Chairman, Far EasTone
Telecommunications
Co.,Ltd.		  Chairman, Far Eastern
New Century Corp.
 Chairman, Asia
Cement Corp.
 Chairman, Far EasTone
Telecommunications
Co.,Ltd.		 N/A
2 Director Hsu, Shu-Ping Master in Operation
Research, Stanford
University, USA		  Vice President, Ding &
Ding Management
Consults Co., Ltd.		  Vice Chairman, Far
Eastern New Century
Corp.
 President, Ding & Ding
Management Consults
Co.,Ltd.		 N/A
3 Director Chang , Tsai-
Hsiung		 Mechanical Technology
Section, National Central
Industrial College
(Chongqing)		  CEO, Asia Cement
(China) Holdings Corp.
 President, Asia Cement
Corp.		  Occupational
Executive Director,
Asia Cement Corp.		 Asia Cement
Corp.
4 Director Lee, Kun-Yen Yi-Lan Sanxing
Elementary School		  Director, Tamkang
University
 Supervisor, Far Eastern
New Century Corp.
 Chairman,Ya Tung		  Director, Asia Cement
Corp.
 President, Asia Cement
Corp.		 Asia Cement
Corp.
No Type Candidate Education Major Experiences Current position Name of
Institutional
Shareholders
Ready-Mixed Concrete
Corp.
5 Director Douglas Jefferson
Hsu		 MBA, University of
Notre Dame, USA		  In the US, had been
employed by new
funded high technology
company, Nestle,
DENSO, KIA Motors
and Target, under the
position of strategy and
design consultant.
 Served at United States
Marine Corps, Ranked
Captain		  CIO, Far Eastern
Group
 Director, Far EasTone
Telecommunications
Co., Ltd.
 Executive Vice
President, U-Ming
Marine Transport Corp.		 Asia Cement
Corp.
6 Director Ong Choo Kiat Bachelor of Industrial and
Business Management,
Nanyang University,
Republic of Singapore		  Supervisor, Far
EasTone
Telecommunications
Co., Ltd.		  Director, Global
Energy Marine
Transport Corp.
 Director, The
Steamship Mutual
Underwriting
Association
 President, U-Ming
Marine Transport Corp.		 Yue Ding
Industry Co.,
Ltd.
7 Director Lee, Kuan-Chun Master in Business
Administration, Texas
A&I		  Supervisor, Far Eastern
New Century Corp.		  Director, Far Eastern
New Century Corp.
 Director,Far EasTone		 Yuan Ding
Investment
Corp.
No Type Candidate Education Major Experiences Current position Name of
Institutional
Shareholders
University, USA Telecommunications
Co., Ltd.
 Director, Asia Cement
Corp.
8 Director Tung, Li-Chen Commercial Science,
National Taiwan
University		  Certified Accountant
and Vice Chairman,
Deloitte & Touche
Taiwan
 Director, IFA Chinese
Taipei, Taiwan		  Secretary-general, Far
Eastern Medical
Foundation
 Supervisor, Yuan Ze
University
 Chairman, Yu Chang
Technical &
Commercial Vocational
Senior High School		 Far Eastern
Construction
Company
9 Independent
Director		 Pan, Wen-Yen Ph.D. in Chemical
Engineering, University
of Wyoming, USA		  Chairman, CPC Corp.,
Taiwan
 Chairman, Gintech
EnergyCorp.		  Chairman, CTCI
Foundation		 N/A
10 Independent
Director		 Chu, Shao-Hua M.S., Chemical
Engineering and
Petroleum Refining,
Colorado School of
Mines, USA		  Executive Director,
Taiwan Institute of
Chemical Engineers
 Chairman, CPC Corp.,
Taiwan
 Chairman, Chinese
Petroleum Institute
(Taiwan)		  Chairman, Chun Pin
Enterprise Co., Ltd.		 N/A
No Type Candidate Education Major Experiences Current position Name of
Institutional
Shareholders
11 Independent
Director		 Liu, Chorng-Jian Ph.D. in Socio-economic
Planning, University of
Tsukuba, Japan		  Commissioner, National
Communications
Commission
 Secretary General,
Taiwan
Telecommunication
Industry Development
Association
 Consultant, Industrial
Economics and
Knowledge Center,
Industrial Technology
Research Institute		  Professor, Department
of Economics, National
Taipei University		 N/A

6. To approve the release of the relevant Directors from the non-competition restriction under Article 209 of the Company Act.

Explanation:

  • (1) This is processed in accordance with Paragraph 1 of Article 209 of the Company Act: “A director who acts for himself or on behalf of another person in a manner that is within the scope of the company’s business shall explain to the shareholders’ meeting the essential contents of such act and obtain the approval from shareholders’ meeting”.

  • (2) The new Directors of the company are investing in or managing other companies and also acting as directors of such companies which are in the same or similar business as FENC (please refer to the following table). It is proposed to seek approval at the Shareholders’ Meeting to release new Directors and their representatives from the non-competition restriction.

  • (3) Please approve.

Title Name Serve as Director/Chairman
at other companies in the industry
Director Hsu, Shu-Tong Director,Global EnergyMarine Transport Corp.
Director, Cape Asia Ltd.
Director,Cape Asia Newbuildings(III)Ltd.
Director, Winyield Investment Ltd.
Director Chang , Tsai-Hsiung
(Representative of Asia
Cement Corp.)		 Chairman, Wuhan Asia Marine Transport Corp. Ltd.
Director Douglas Jefferson Hsu
(Representative of Asia
Cement Corp.)		 Director, Global Energy Marine Transport Corp.
Director Ong Choo Kiat
(Representative of Yue
Ding Industry Co., Ltd.)		 Director,Global EnergyMarine Transport Corp.
Director, Winyield Investment Ltd.
Director, ITG-Uming (Xiamen)ShippingCo., Ltd.
Director, ITG-UmingShippingCo., Ltd.

Resolutions:

More from U-MING

Director's Dealing 2026
Jun 8
Director's Dealing 2026
Jun 8
AGM Information 2026
Jun 5
AGM Information 2026
Jun 5
Declaration of Voting Results & Voting Rights Announcements 2026
Jun 2
Notice of Dividend Amount 2026
May 21
Notice of Dividend Amount 2026
May 21
Declaration of Voting Results & Voting Rights Announcements 2026
May 21
Investor Presentation 2026
May 21
Investor Presentation 2026
May 21
View all filings →