PCL TECHNOLOGIES, INC.

Transcription

1 Stock Code: 4977 PCL TECHNOLOGIES, INC. Handbook for 2017 Annual Meeting of Shareholders (Translation) MEETING TIME: 9:00 a.m., Thursday, June 8 th, 2017 PLACE: Auditorium, Library Campus, In-service and Continuing Education Building, NTNU Extension, School of Continuing Education. (No.129, Heping East Road Section 1, Taipei City, Taiwan) The English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail. 1

2 Table of Contents I. Meeting Procedure... P3 II. Meeting Agenda 1. Report Matters P5 2. Matters for Approval... P6 3. Matters for Discussion.. P7 4. Questions and Motions.. P10 2

3 PCL TECHNOLOGIES, INC. Procedure for 2017 Annual General Meeting Meeting Procedure: 1. Call the Meeting to Order 2. Chairperson Remarks 3. Meeting Agenda 4. Questions and Motions 5. Meeting Adjourned 3

4 PCL TECHNOLOGIES, INC. Year 2017 Agenda of Annual Meeting of Shareholders (Translation) Meeting Time: 9:00 a.m., Thursday, June 8 th, 2017 Place: Auditorium, Library Campus, In-service and Continuing Education Building, NTNU Extension, School of Continuing Education. (No.129, Heping East Road Section 1, Taipei City, Taiwan) Call the Meeting to Order. Chairperson Remarks Meeting Agenda I. Report Matters: (1) 2016 Business Report. (2) Audit Committee's Review Report. (3) The distribution of the Employees' Remunerations and the Directors Remunerations Report. (4) Corporate Social Responsibility Practice Principles amended report. II. Matters for Approval: (1) To approve 2016 Business Report and Consolidated Financial Statements. (2) To approve 2016 Profit Distribution Proposal. III. Matters for Discussion: (1) To approve the proposed capitalization of retained earnings. (by either a Supermajority Resolution Type A or the Supermajority Resolution Type B) (2) Amendments to the ARTICLES of association. (by special resolution) (3) Amendment of Internal Rules. (a) Procedures Governing the Acquisition or Disposal of Assets (b) Procedures for Making of Endorsements and Guarantees (c) Procedures for Granting of Loans (4) Discussion on the Proposal of new restricted employee shares. (by either a Supermajority Resolution Type A or the Supermajority Resolution Type B) Questions and Motions Meeting Adjourned 4

5 Report Matters 2016 BUSINESS REPORT The 2016 Business Report is attached as Annex A. AUDIT COMMITTEE'S REVIEW REPORT The Audit Committee s Review Report on 2016 Financial Statements is attached as Annex B. THE DISTRIBUTION OF THE EMPLOYEES' REMUNERATIONS AND THE DIRECTORS REMUNERATIONS REPORT In accordance with the Articles of Association of the Company and the Companies Law.Directors remuneration (exclusive of Independent Directors) for the sum of USD 135,000 payable in cash; and Employees Remunerations for the sum of USD 201,000 payable in the form of cash for Year CORPORATE SOCIAL RESPONSIBILITY PRACTICE PRINCIPLES AMENDED REPORT In accordance with the relevant Taiwan listing regulations, to adopt and/or amend the Corporate Social Responsibility Practice Principles of the Company in the amended forms as attached hereto as Annex E: 5

6 Matters for Approval TO APPROVE 2016 BUSINESS REPORT AND CONSOLIDATED FINANCIAL STATEMENTS 1.1 The Chairman noted that the Financial Reports have been approved by the members of the Audit Committee and the Board of the Directors in accordance with the Articles of Association of the Company, and audited by the Deloitte CPA s firm. 1.2 The 2016 Business Report is attached as Annex A, and the Year 2016 financial reports, reports on consolidated balance sheet, income statement attached as Annex C (the "Financial Reports"). TO APPROVE 2016 PROFIT DISTRIBUTION PROPOSAL 2.1 The Chairman noted that the members of the Audit Committee and the Board of the Directors have determined by reference to the Company s financial statements for the financial year ended on December 31st, 2016, which Resolution 1.2 above, that the net profit for Year 2016 is USD 10,257,533, and the Legal Reserve is USD 1,025,753 in accordance with the Articles of Association of the Company and the Companies Law attached as Annex D. It is proposed to distribute Year 2016 Profits (the Profits Distribution ) as follows: 2.2 Cash dividends for the sum of NTD 267,369,067 and share dividends in the form of ordinary shares of par value NTD 10 each in the capital of the Company ("Shares"), the par value of which shall be paid up in full by an equivalent amount capitalized and applied from NTD 11,140,380 (1,114,038 Shares shall be reserved for issue in relation to the Share Dividend) of the Year 2016 Profits to the holders of record of the Shares as on record date on a pro-rata basis (the " Stock Dividend"); 2.3 It is proposed to authorize the Board of Directors to determine the ex-dividend date be approved; and the registered office provider of the Company be and is hereby instructed to make the appropriate entries in the Register of Members of the Company in respect of the issue of the Bonus Shares. 6

7 Matters for Discussion TO APPROVE THE PROPOSED CAPITALIZATION OF RETAINED EARNINGS 1 The Chairman noted that the Directors proposed that for the needs of future business development, the Board of Directors proposes to capitalise NTD 11,140,380 from unappropriated retained earnings and apply such amount to pay up 1,114,038 new Common Shares with NTD10 par value and allot such Shares, credited as fully paid, to the Shareholders as Stock Dividends (provided that the Company will pay cash for fractional shares in lieu of Stock Dividends). 2 The Company will pay a stock dividend of 20 shares to every 1,000 shares ("Dividend Ratio") in proportion to the shareholdings shown on the shareholder register as of the ex-right date, which will be issued at NTD10 par value. For fractional shares, the shareholders may make an application with the Company's stock agent for aggregating their fractional shares into one share within five days of the ex-right date; provided, however, that if there are any fractional shares left, the Company will pay cash in NTD, rounded down to NTD1, in lieu of stock dividends, the Chairman of the Board of Directors ("Chairman") is authorized to allot such fractional shares for subscription by designated persons. The total issued and outstanding common shares of the Company after the proposed capitalization will be increased from 55,701,889 to 56,815, The shareholder s rights and obligations of the new shares to be issued shall rank pari passu in all respects with the issued and outstanding common shares of the Company. 4 It is proposed to authorize the Chairman to handle all matters relating to the proposed capitalization depending on actual needs or accommodating the competent authority's requirement to make any change thereto. 7

8 AMENDMENTS TO THE ARTICLES OF ASSOCIATION(By Special Resolution) 1 The Chairman noted that the members of the Audit Committee and the Directors of the Company proposed, in accordance with the Articles of Association of the Company, the relevant Taiwan listing regulations and Cayman Company Act, to amend the Articles of Association of the Company in the amended forms as attached hereto as Annex F. AMENDMENT OF INTERNAL RULES 1. The Chairman noted that the members of the Audit Committee and the Directors of the Company proposed, in accordance with the relevant Taiwan listing regulations, to adopt and/or amend the following internal rules of the Company in the amended forms as attached hereto as Annex G, H and I: (a) Procedures Governing the Acquisition or Disposal of Assets ( 取得或處分資產作業程序 ) ; (b) Procedures for Making of Endorsements and Guarantees ( 背書保證作業程序 ); and (c) Procedures for Granting of Loans ( 資金貸與他人作業程序 ); DISCUSSION ON THE PROPOSAL OF NEW RESTRICTED EMPLOYEE SHARES 1. Executed according to Article 267 of Company Law and Issuer Guidelines to Collecting and Issuing Securities. 2. Conditions for issuance: (1) Total shares issued: Total value NTD 24,000,000.Par value is NTD10.Total number of shares issued is 2,400,000. (2) Price of issuance: Issuance price is zero per share. (3) Type of share to be issued: new ordinary shares. (4) Vesting conditions: From the day employees are allocated restrictive stock; if they are still employed at the times listed below and have not violated their labor contract, employee management regulations, or work regulations, etc., they are eligible for the shares ration listed below: Worked for 1 year after shares are allocated: receive 25% of allocated shares. Worked for 2 years after shares are allocated: receive 25% of allocated shares. Worked for 3 years after shares are allocated: receive 25% of allocated shares. Worked for 4 years after shares are allocated: receive 25% of allocated shares. (5) What to do if employees do not meet vesting conditions: Before meeting vesting conditions, apart from inheritance, employees may not sell, pledge, transfer, gift, set up, or dispose of in any other manner, the 8

9 restrictive new stock they have been allocated according to company regulations. Rights attached to these shares, such as attending shareholder meetings, submitting proposals, speaking up, voting, participating in elections, are the same rights attached to the company s ordinary shares. And these rights will be executed according to the trust deed. Rights attached to distribution of other profits, (including but not limited to: dividends, bonuses, and capital reserve allocation rights) and share options for capital increases are the same as the rights attached to ordinary shares. And these rights will be executed according to the trust deed. If employees who receive restrictive stock do not meet vesting conditions, then the shares they have already purchased will be repurchased by the company with the original purchase price of zero. The employee s cash dividends, dividends, and allocated capital reserve (shares) will be cancelled. Unless there are other stipulations in these Guidelines, the cash will be revoked and the shares will be cancelled by the company. 3. Qualifications and number of allocated shares: Employee qualifications: Full-time employees who have already reported for duty on the day of new restrictive stock allocation; or any actions to be taken after the regulations have been amended or as required by the authorities. Actual allocation is dependent on the number of eligible employees and the number of new restrictive stocks. Number of years at the company, rank, performance, overall contribution, special achievements and other factors will be taken into consideration. The company s operation needs and business development strategic needs will also be considered. Allocation numbers will be submitted to the Board after the Chairman s approval. Employees with manager status or Directors who are also employees should notify the Compensation Committee and receive approve from the Board before issuance of stocks. 4. Reasons for implementing new restrictive stocks for employees In order to attract and keep the necessary professionals for the company s needs, we have to increase the company s solidarity and sense of belonging, in order to create profits for the company and its shareholders. 5. Restrictive stock to be issued at zero per share. If we use the weighted average value on 2017/04/19 of NTD80.7 per share, Turnover rate 10%, possible expenditure is around NTD 174,312,000. If we calculate the vesting period of (for the year 2017, 2018, 2019, 2020 and 2021) and the total number of shares in circulation, expenditure of the period is estimated to be NTD 32,683,000, NTD 54,473,000, NTD 43,578,000, NTD 32,683,000 and NTD 10,895,000.Yearly expenditure for diluted per share would be estimated NTD 0.58, NTD 0.96, NTD 0.77, NTD 0.58 and NTD 0.19.This would not be too detrimental to shareholders interests. 6. In the event that regulations are amended or changes are approved by authorities, the chairman has authorization to handle the matter. Once this item is approved by the shareholder, it will be submitted to the authorities for approval. Shareholders authorize the Board to then set another date for issuance. 9

10 Questions and Motions Adjournment 10