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VICTORY AGM Information 2025
51784_rns_2025-09-02_bcd820a2-2d32-4ed6-8568-74004b19ecc5.pdf
AGM Information
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STOCK SYMBOL: 1340
Victory New Materials Limited Company
Chandra
勝悅新材料有限公司
Victory New Materials Limited Company
2025 ANNUAL
GENERAL MEETING HANDBOOK
Date and time: 9 am, Wednesday, June 16, 2025
Location: No. 1, Sec. 3, Zhongxiao E. Rd., Taipei City
(GIS Taipei Tech Convention Center)
Table of Contents
Opening Agenda
Report Items
Approval Items
Discussion Items
Election Items
Other Motions
Provisional Motions
Appendices
Appendix 1: 2024 Annual Business Report
Appendix 2: Audit Committee Review of the 2024 Financial Statements Report
Appendix 3: Auditor's Report and 2024 Consolidated Financial Statements of the Republic of China
Appendix 4: 2024 Earnings Distribution Table
Appendix 5: Comparison Table of Proposed Amendments to the Company's Articles of Incorporation
Appendix 6: Comparison Table of Proposed Amendments to the Regulations on Loans to Others and Operational Procedures
Annexes
Annex 1: Company Articles of Incorporation
Annex 2: Director Election Procedures
Annex 3: Shareholders' Meeting Rules
Annex 4: Shareholding Status of All Directors
Victory New Materials Limited Company
Meeting Agenda for 2025 Annual Shareholders’ Meeting
Time: June 16, 2025 (Monday) 9 a.m.
Location: No. 1, Sec. 3, Zhongxiao E. Rd., Daan Dist., Taipei City
(GIS TAIPEI TECH Convention Center)
-
Meeting Called to Order
-
Chairperson’s Remarks
-
Report Items
- 2024 Annual Business Report
- 2024 Audit Committee Review Report
-
2024 Report on Director and Employee Remuneration Distribution
-
Approval Items
- Approval of the 2024 Annual Business Report and Financial Statements
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Approval of the 2024 Earnings Distribution Proposal
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Discussion Items
- Proposal to Amend the Company's Articles of Incorporation
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Proposal to Amend the Company’s “Regulations Governing Loaning of Funds to Others and Operational Procedures”
-
Election Items
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Election of the 6th Board of Directors and Independent Directors
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Other Motions
-
Proposal to Release Restrictions on Non-Competition for Newly Elected Directors
-
Provisional Motions
-
Adjournment
Report Items
Proposal 1 (Proposed by the Board of Directors)
Proposal: 2024 Annual Business Report
Explanation: Please refer to page 8, Appendix 1 of the manual for the Company’s 2024 Annual Business Report.
Proposal 2 (Proposed by the Board of Directors)
Proposal: 2024 Audit Committee Review Report
Explanation: The Audit Committee has reviewed the Company’s 2024 Financial Statements. Please refer to page 10, Appendix 2 of the manual.
Proposal 3 (Proposed by the Board of Directors)
Proposal: Report on the Distribution Status of 2024 Directors’ and Employees’ Remuneration
Explanation: The Company does not intend to distribute 2024 Directors’ and Employees’ Remuneration.
Matters for Acknowledgment
Proposal 1:
Proposed by the Board of Directors
Subject: Acknowledgment of the 2024 Business Report and Financial Statements
Explanation:
The Company has completed the preparation of its 2024 financial statements. These statements have been audited by CPAs Ms. Kuang-Hui Chen and Mr. Chen-Yu Kuo of ShineWing Certified Public Accountants, who have issued an audit report accordingly. The Company has also prepared the 2024 Business Report. Please refer to Attachments 1 to 3 (pages 8 to 20 of this manual) for the 2024 Business Report, Auditor’s Report, and Financial Statements.
Proposal 2:
Proposed by the Board of Directors
Subject: Acknowledgment of the 2024 Earnings Distribution Plan
Explanation:
1. The earnings distribution table for the 2024 fiscal year is provided in Attachment 4 (page 21 of this manual).
2. In accordance with the Company’s Articles of Incorporation, no cash dividends or stock dividends will be distributed to shareholders for the fiscal year 2024.
Matters for Discussion
Proposal 1:
Proposed by the Board of Directors
Subject: Amendment to the Company’s Articles of Incorporation
Explanation:
To comply with the requirements of the Taiwan Stock Exchange and relevant regulations, the Company proposes to amend its Articles of Incorporation. For a comparison of the revised and original provisions, please refer to Attachment 5 (pages 22 to 23 of this manual).
Proposal 2:
Proposed by the Board of Directors
Subject: Amendment to the Company’s “Procedures for Lending Funds to Other Parties”
Explanation:
To comply with the requirements of the Taiwan Stock Exchange and relevant regulations, the Company proposes to amend its “Procedures for Lending Funds to Other Parties.” For a comparison of the revised and original provisions, please refer to Attachment 6 (pages 24 to 58 of this manual).
Matters for Election
Proposal 1:
Proposed by the Board of Directors
Subject: Election of the 6th Term Board Directors and Independent Directors
Explanation:
-
The term of office for the current (5th term) directors will expire on June 29, 2025. In accordance with applicable laws and in coordination with the convening of the 2025 Annual General Shareholders’ Meeting, the re-election process shall be conducted. The incumbent directors will continue to perform their duties until the new directors are elected.
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A total of seven directors (including three independent directors) are to be elected for the new term. The newly elected directors will assume office immediately following the conclusion of the shareholders’ meeting. The term of office shall be three years, starting from June 16, 2025, to June 15, 2028. Re-election is permitted.
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The election of directors will be conducted in accordance with the candidate nomination system. The list of nominated candidates for both directors and independent directors has been reviewed and approved by the Board of Directors. Relevant details are listed as follows:
| Position | Name | Education | Experience | Shareholding | Reason for Re-nominating an Independent Director for a Fourth Term |
|---|---|---|---|---|---|
| Director | Chuang, Kuo-Ching | Completion of the Modern Enterprise Capital Operations President's Program at the School of Management, Xiamen University | School Director, Zhonghe Elementary School, Jinjiang City | ||
| Vice President, Qingyang Chamber of Commerce, Jinjiang City | |||||
| Director, Jinjiang City Shoemaking Association | |||||
| Director, Qingyang Overseas Chinese Association, Jinjiang City | 0 | Not applicable |
| Director | Chuang, Hui-Huang | Completion of the President's Program at Xiamen University | Deputy General Manager, Jinjiang Chengchang Footwear Co., Ltd. | 0 | Not applicable |
|---|---|---|---|---|---|
| Director | Chen, Tu-Yen | Master of Accounting, Macquarie University, Australia Certified Practising Accountant (CPA) Australia, Chartered Financial Analyst (CFA), and Financial Risk Manager (FRM) exams passed | Chief Financial Officer, Jinjiang Chengchang Footwear Co., Ltd. | 0 | Not applicable |
| Director | Hsu, Jui-Hsia | Bachelor's degree in Accounting from Ming Chuan University | Associate Director, Deloitte & Touche | 0 | Not applicable |
| Independent Director | Ou, Ming-Tai | Bachelor's degree in Accounting from Fu Jen Catholic University Master's degree in Accounting from National Taipei University | Manager, Cheng Hsing CPAs | 0 | Not applicable |
| Independent Director | Huang, Hui-Chan | Department of Accounting, National Dong Hwa University Institute of Business | Senior Auditor/Assistant Audit Manager, Deloitte Taiwan Senior Accounting Manager, SMIC | 0 | Not applicable |
| Management, National Dong Hwa University | (Semiconductor Manufacturing International Corporation) Accountant, KPMG Taiwan | ||||
|---|---|---|---|---|---|
| Independent Director | Chen, Yu-Huan | Bachelor's degree from Tunghai University | Senior Auditor/Assistant Audit Manager, Grant Thornton Taiwan | ||
| Deputy Finance Manager, Fancl System Technology Co., Ltd. | |||||
| Deputy Audit Manager/Deputy CFO, Amkor Technology Dingwei Real Estate Development Co., Ltd. | 0 | Not applicable |
- Kindly proceed with the election.
Other Proposals
Proposal 1:
Proposed by the Board of Directors
Subject: Proposal to Lift the Non-Competition Restrictions for Newly Elected Directors
Explanation:
- Pursuant to Article 209, Paragraph 1 of the Company Act, a director who engages in activities for themselves or on behalf of others that fall within the scope of the Company's business must explain the material aspects of such activities to the shareholders' meeting and obtain its approval.
- In the event that any of the Company's directors invest in other companies whose business scope is the same as or similar to that of the Company, the shareholders' meeting is hereby requested to approve the lifting of non-competition restrictions for such newly elected directors. A list of the relevant individuals is provided in the table below:
| Proposed Items for Lifting Non-Competition Restrictions | ||
|---|---|---|
| Candidate's Title | Name | Concurrent Positions and Duties |
| Chairperson | Zhuang Guoqing | Executive Director of Xinjiang Chengyi Shoes Co., Ltd. |
| Director and General Manager of Super Light Shoe Soles Company Limited | ||
| Director of Chengyi Shoes Co., Ltd. | ||
| Director of Chang Xing Investment Limited (BVI) | ||
| Director of Cheng Yue Investment Limited (BVI) | ||
| Director | Zhuang Huihuang | Deputy General Manager of Xinjiang Chengyi Shoes Co., Ltd. |
| Director of Bai Cheng Investment Limited (BVI) | ||
| Executive Director of Century Sheng Yue New Material Technology Co., Ltd. |
- Proposal for discussion
Temporary Motions
Adjournment