Taiwan Fertilizer Co., Ltd Annual General Shareholders Meeting Minutes

Transcription

1 Taiwan Fertilizer Co., Ltd Annual General Shareholders Meeting Minutes Date Venue Attendance Others present June 29, 2018 at 09:00 a.m. Armed Forces Officer's Club (No.142, Yanping S. Rd., Taipei City) 564,523,337 out of a total of 980,000,000 shares outstanding (Shares present in person and in proxy), which represents 57.60% of shares outstanding (including 318,551,668 for those who have exercised their voting power by way of electronic transmission) Chiang Ta-Chung, Attorney at law of Lee and Li Attorneys and Law Huang Di-Ying, Attorney at law Tseng Kuo-Yang, CPA of KPMG Chen Chi-Chung Hsu Sheng-Ming Supervisor Lin Chih-lung Chairman: Kang Hsin-Hong Meeting Secretary : Liu Chi-Ching Commencement: Report on Number of Shares Present or Represented 1. Chairman s Address : (Omitted) 2. Matters to Report : 1) 2017 Business Report 2) 3) 4) 5) Report on the Audit of Final Accounting Statements for 2017 by Supervisors Report on the Remuneration for s, Supervisors, and Employees for 2017 The report on amendments to Rules for Procedure of s Meetings in part The report on amendments to Ethical Corporate Management Best-Practice Principles in part 1

2 6) The report on amendments to the Code of Ethical Conduct for s and Top Managers in part 3. Matters to Acceptance No. 1 Proposal : Adoption of the Business Report and the financial results for The Company s 2017 financial statements and its subsidiaries consolidated financial statements have already reviewed and approved at 31st meeting of the 33rd Board of s on March 29, 2018, for which the audit report was issued by the external auditors upon completion of the audit thereon. Said financial statements, together with the business report approved at the same meeting (please see Pages 2~4 of the Handbook), were also reviewed by the supervisor accordingly. 2. Enclosed please find the Company's 2017 Auditor s Report and Financial Statements (see the annex). Resolution : THAT the above is approved by ordinary resolution (approved by 526,736,835 out of a total of 564,523,337 shares present in person and in proxy), representing 93.31% of the shares present; vote against by 241,420, representing 0.04% of the shares present; vote abstained by 37,545,082, representing 6.5% of the shares present. No. 2 Proposal : Approval of the proposal for distribution of 2017 earnings 1. The Company's financial statements from January 1, 2017 to December 31, 2017 have been audited by the CPA. The Company's net income after tax was stated as NT$1,619,126, The Company's earnings after tax and unallocated earnings upon annual final accounting in 2017 are 2

3 scheduled to be allocated in the following manner: (1) 10% set aside as legal reserve: 10% of the earnings after tax, NT$1,619,126,067, upon annual final accounting in 2017 was set aside as legal reserve, i.e., NT$161,912,607. (2) Distribution of bonus: Based on the earnings after tax upon annual final accounting in 2017, plus adjusted unallocated earnings, NT$342,145,022, and less legal reserve, NT$161,912,607, and the balance of unallocated earnings, NT$623,358,482, at the end of the year, NT$1,176,000,000, the bonus allocable to shareholders should be NT$1.2 per share in cash. 3. The motion has been reviewed and approved at 31st meeting of the Company's Board of s of 33rd term on March 29, 2018 and submitted to the supervisors for audit. Upon resolution by the general shareholders meeting, the Board of s will be authorized by the shareholders meeting to schedule the ex-dividend date. Where the Company repurchases the Company s shares or assigns or transfers of treasury stock or cancels the total outstanding shares in accordance with Article 28-2 of the Securities and Exchange Act and thereby results in some variance in the dividend yield to shareholders before the base date of allocation of shareholders bonus in cash, the Board of s will deal with it with full power. 4. The summarization about subjects and amount of the allocation of remuneration to employees 2016 was disclosed in the Company's annual report and on the MOPS. 5. Effect upon business performance, earnings per share and ROE by the Company's stock dividend distributed as bonus shares: Not applicable, as the Company did not prepare the financial forecast or distribute new stock as bonus shares. 6. The Company's earnings allocation statement 2017 is enclosed herewith (see the annex). Resolution : THAT the above is approved by ordinary resolution (approved by 528,195,979 out of a total of 564,523,979 shares present in person and in proxy), representing 93.56% of the shares present; vote against by 259,427, representing 0.05% of the shares present; vote abstained by 36,067,931, representing 3

4 6.39% of the shares present. 4. Matters to Discussion No. 1 Proposal : The motion for allocation of cash dividend based on legal reserve 1. The Company proposes to allocate the shareholders cash bonus at NT$0.9 per share, subject to the shareholdings referred to in the roster of shareholders on the ex-dividend date, from the legal reserve provided in the past years pursuant to laws, NT$882,000,000, in accordance with Article 241 of the Company Law. 2.The cash dividend to be allocated is rounded up to the dollar. The total of the cash bonus less than NT$1 for odd shares is stated into the Company s other revenue. 3. The motion has been reviewed and approved at 31st meeting of the Company's Board of s of 33rd term on March 29, 2018 and submitted to the supervisors for audit. Upon resolution by the general shareholders meeting, the Board of s shall be authorized by the shareholders meeting to schedule the base date for allocation of cash bonus to shareholders. Where the Company repurchases the Company s shares or assigns or transfers of treasury stock or cancels the total outstanding shares in accordance with Article 28-2 of the Securities and Exchange Act and thereby results in some variance in the dividend yield to shareholders before the base date of allocation of cash bonus to shareholders, the Board of s will deal with it with full power. 4. Where it is necessary to amend the allocation due to changes in laws and regulations, or per the competent authority s order, or in order to deal with some objective circumstances, the Board of s shall deal with it with full power pursuant to laws. 4

5 5. The cash bonus to be allocated from the legal reserve is NT$0.9 per share. In addition to the cash dividend allocated from earnings 2017 at NT$1.2 per share, the total cash to be allocated to shareholders is NT$2.1 per share. Resolution : THAT the above is approved by ordinary resolution (approved by 528,328,176 out of a total of 564,523,337 shares present in person and in proxy), representing 93.59% of the shares present; vote against by 153,634 representing 0.03% of the shares present; vote abstained by 36,041,527 representing 6.38% of the shares present. No. 2 Proposal : The amendments to Procedure for Acquisition or Disposition of Assets in part 1. The motion is handled in accordance with Paragraph 1 of Article 14-4 of the Securities and Exchange Act and FSC s Letter Jin-Guan-Zhen-Fa-Zi No dated December 31, The motion has been reviewed and approved at 32nd meeting of the Company's Board of s of 33rd term on April 27, 2018, and was ratified by the supervisors. 3. Comparative List for Amendments to Operating Procedures for Acquisition or Disposition of Assets of Taiwan Fertilizer Co., Ltd. is enclosed herewith (see Attachment). Resolution : THAT the above is approved by ordinary resolution (approved by 528,173,248 out of a total of 564,523,337 shares present in person and in proxy), representing 93.56% of the shares present; vote against by 260,656 representing 0.05% of the shares present; vote abstained by 36,089,433, representing 6.39% of the shares present. No. 3 Proposal : The amendments to Procedure for Loaning of Fund and Making of Endorsements/Guarantees in part 5

6 1. The motion is handled in accordance with Paragraph 1 of Article 14-4 of the Securities and Exchange Act and FSC s Letter Jin-Guan-Zhen-Fa-Zi No dated December 31, The motion has been reviewed and approved at 32nd meeting of the Company's Board of s of 33rd term on April 27, 2018, and was ratified by the supervisors. 3. Comparative List for Amendments to Operating Procedure for Loaning of Fund and Making of Endorsements/Guarantees is enclosed herewith (see Attachment). Resolution : THAT the above is approved by ordinary resolution (approved by 528,155,093 out of a total of 564,523,337 shares present in person and in proxy), representing 93.56% of the shares present; vote against by 284,811 representing 0.05% of the shares present; vote abstained by 36,083,433, representing 6.39% of the shares present. No. 4 Proposal : The amendments to Rules of Procedure for Shareholders Meetings in part 1. According to Paragraph 1 of Article 14-4 of the Securities and Exchange Act and FSC s Letter Jin-Guan-Zhen-Fa-Zi No dated December 31, 2013, the Company shall establish the Audit Committee in replace of supervisors in The comparative list for amendments to the Parliamentary Rules for Shareholders Meetings of Taiwan Fertilizer Co., Ltd. is enclosed herewith (see Attachment). Resolution : THAT the above is approved by ordinary resolution (approved by 528,151,322 out of a total of 564,523,337 shares present in person and in proxy), representing 93.56% of the shares present; vote against by 277,546 representing 0.05% of the shares present; vote abstained by 36,094,469, representing 6.39% of the shares present. 6

7 5. Elections Proposal : Election of the Company's 34th Board of s (including Board of s). 1) The Company's current directors and supervisors shall hold the position until expiration of three years on June 30, According to the Company's Articles of Incorporation, the directors/supervisors shall be reelected at the general shareholders meeting ) According to Article 16 and Article 16-1 of the Company's Articles of Incorporation, the Company shall elect 9 directors (including 3 independent directors) and adopt the nomination system for election of directors. 31st meeting of the Board of s of 33rd term resolved to reelect 9 directors of 34th term, who shall hold the position for three years, commencing from July 1, 2018 to June 30, The current directors will be discharged from their position upon expiration of the term of office. 3) The Company's election of directors of 34th term adopts the nomination system. The name list of candidates for directors was reviewed and approved by the 5th special meeting of the Board of s of the 33rd term. Please see the following: Candidates category Candidate name Hsin-Hong Kang Education background Doctor of Economics, University of California, Santa Barbara Experience Chair of Department of Business Administration, NCKU, and of Graduate Institute of Business Administration, NCKU of 7 Current post Chairman of Board of Taiwan Fertilizer Co., Ltd. No. of the held share (unit: share) 235,886,376 Government or legal person name Agriculture, Executive Other information N/A

8 Chi-chung Chen Tsai-Hsing Liu Chao-Feng Li Shih-Chi Lin Doctor, Institute of Agricultural Economics, Texas A&M University Master, Agronomy Group, Institute of International Development Plan, Chinese Culture University Master of Institute of Architecture, NCKU Bachelor of Department of Public Administration, Institute of International Business, NCKU Chairman, Rural Economics Society of Taiwan Secretary-General, National Chung Hsing University of Central and North Business Offices of Sales Department, Taiwan Fertilizer Co., Ltd. -General, Economic Affairs Department, Yilan County Adjunct Assistant Professor of Department of Civil Engineering, National Ilan University, Taiwan -General, Secretariat, Yilan County -General, 8 Vice Minister, Agriculture, Executive Section Chief, Agricultural Promotion Section of Sales Department, Taiwan Fertilizer Co., Ltd. Chief Architect, Zhao-Feng Architecture Office Senior Specialist, Minister's Office, 235,886, ,886, ,886, ,886,376 Agriculture, Executive Agriculture, Executive Agriculture, Executive Agriculture, Executive N/A N/A N/A N/A

9 Yaw-Kuang Chen Horng-Chang Lin Ming-Shiuan Lee Chao-Chin Hsiao National Chung Hsing University Doctor Philosophy, Stevens Institute Technology Master Science Finance, George Washington University of of of in Master of Science in Accountancy, University of Illinois at Urbana Champaign MBA, NCKU Social Affairs Department, Yilan County Associate Professor of Department of Architecture, NCKU Project Manager, SHCA in New York, the U.S.A. CFO, Healthconn Supervisor, Giga Solar Materials Corp. Vice President of Tax Service Dept., PwC Assistant Officer/Assistant Manager of Underwriting Dept., Jian Hua Securities (now known as Underwriting Dept., SinoPac Securities Taiwan CPA, International and Cross-Strait Affairs 9 Agriculture Adjunct Associate Professor of Department of Architecture, NCKU Consultant, Taiwan Rolling Stock Co., Ltd. Finance Vice President, Kingmax Group Responsible person and CPA of Tai Ming CPA 100,000 N/A N/A 0 N/A N/A 0 N/A N/A 0 N/A N/A

10 4) Please refer to page 63~64 of this manual. 5) For election Election results: Candidates category Commission Member CPA of the R.O.C. 10 Office Name Representive Voting Rights Vote Agriculture, Executive Agriculture, Executive Agriculture, Executive Agriculture, Executive Agriculture, Executive Hsin-Hong Kang 648,734,370 elected Chi-chung Chen 642,166,176 elected Tsai-Hsing Liu 428,558,206 elected Chao-Feng Li 642,050,329 elected Shih-Chi Lin 641,838,592 elected Yaw-Kuang Chen 169,967,065 elected

11 Horng-Chang Lin 170,786,564 elected Ming-Shiuan Lee 171,126,329 elected Chao-Chin Hsiao 171,014,299 elected 6 Other Matter and Discussion Proposal : Release of s from Non-Competition Restrictions. 1) According to Article 209 of the Company Law, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval. 2) The Company's directors are holding posts in other companies concurrently or managing other companies engaged in business lines identical with or similar to the Company s in the capacity of director or representative. Accordingly, the Company hereby petitions the shareholders meeting to approve the termination of the non-competition restriction on the directors pursuant to laws. 3) The general shareholders meeting is requested to terminate the non-competition restriction on Ji-Zhong Chen after his election. The related information is stated as following: Name of Chi-Chung Chen Name of Company Taiwan Sugar Corp. Position Main Contents of Business (Conduct) Gas station, et al. 11

12 4) The motion has been approved at 5th special meeting of the Company's Board of s of the 33rd term and is hereby submitted to the general shareholders meeting for resolution. Resolution : THAT the above is approved by ordinary resolution (approved by 486,403,479 out of a total of 564,523,337 shares present in person and in proxy), representing 86.16% of the shares present; vote against by 595,122 representing 0.11% of the shares present; vote abstained by 77,524,736 representing 13.73% of the shares present. 7 Motions:None 8 Dismissed of the meeting:the meeting was adjourned. 12