YIEH PHUI ENTERPRISE CO., LTD.
2022 Shareholders' Meeting
Time: 9:30 AM, June 23 2022
Location: Zihe Community Center , No. 38, Dazhai St.,Zihe Vil.,Ziguan Dist., Kaohsiung City
Attendants: The shares present with shareholders showing in person and proxy are 1,581,253,428 shares and those without voting rights are zero, equivalent to 83.63% of the total shares issued 1,890,569,518 shares. The quorum for holding the meeting has been met.
Director attendance: | |
Vice Chairman | Mr. Wu, Lin-Maw |
Director | Mr. Huang Ching-Tsung |
Independent Director | Mr. Sun, Chin-Su |
Independent Director | Mr. Yang Der-Yuan |
Independent Director | Mr .Chang, Wen-Yi |
Audit Committee | Mr .Sun, Chin-Su |
Audit Committee | Mr. Yang Der-Yuan |
Audit Committee | Mr. Chang, Wen-Yi |
Remuneration Committee | Mr. Sun, Chin-Su |
Remuneration Committee | Mr. Yang Der-Yuan |
Remuneration Committee | Mr. Chang, Wen-Yi |
General Manager | Mr. Chang, Cheng-Wu |
Vice President-Marketing & Sales | Mr. Yang, Shih-Chi |
Accounting Officer, | Mr. Tien, Wen Chung |
Attorney | Mr. Lin, Ching-Yun |
CPA | Mr. Su Ping-chang |
Chairperson: Mr. Wu, Lin-Maw | Minute taker: Huang, Shu-Hui |
- Meeting called to order: at 9:30AM, the shares present of the stockholders and their delegates
have reach the quorum.
- Chairperson Remark:The chairman could not be present and had asked the general manager to
preside the stockholders' meeting instead.
- Company Report
- 2021 Operation Report (See p.4 of the Program)
- The Auditing Committee Audits the Final Financial Statement of 2021 (See p.27 of the Program )
- The Remuneration of the employees and directors for 2021 (See p. 28 of the Program)
- 2021 report on the cash dividend as bonus for stockholders(See p. 28 of the Program)
IV. Matters for Approval
Proposal 1: Proposed by the board of directors
Brief: Approve the final financial statement for 2021
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Explain:1. The 2021 operating report, the individual entity report and consolidated financial statement. Please refer to the program of the meeting. See p. 4~26 of the Program
- The individual entity report and the consolidated financial statement have been done and audited by accounts Huang, Ling-Wen and Tsai, Shu-Man of Crowe Horwath (TW) CPAs.
- The above financial statements and operating report has been audited by the Auditing Committee.
- To be approved.
Resolution: approve.
The shares present are 1,581,253,428, for 1,558,234,911 against 412,202, void 0 and abstain 22,606,315.
Proposal 2: Proposed by the board of directors
Brief: Approve the distribution of retained earnings for 2021
Explain: Yieh Phui plans to distribute earnings of 2021 as the table below:
Yieh Phui Enterprise Co., Ltd | ||
Earnings Distribution Table | ||
2021 | Unit:NT$ | |
Item | Amount | |
Unallocated Earnings in the beginning of year | 0 | |
Less: | Remeasurement on defined benefit plans | (84,062,863) |
recognized in retained earnings | ||
Less: | Changes in associates and joint ventures | (231,577) |
accounted for using equity method | ||
Less: | Changes in subsidiaries' ownership | (9,905,389) |
Add: | instruments at fair value through other | 5,149,000 |
comprehensive income | ||
Add: | Net income | 5,202,838,304 |
Less: | Legal reserve | (511,378,748) |
Less: | special reserve | (78,453,859) |
Distributable earnings | 4,523,954,868 | |
Less: | Shareholders' dividend | (945,284,759) |
Less: | (945,284,760) | |
Unallocated earnings, end of year | 2,633,385,349 |
Resolution: approve.
The shares present 1,581,253,428 for 1,560,555,398, against 470,921 , void 0 and abstain 20,227,109.
V. Matters for Discussion
Proposal 1: Proposed by the Board of Directors.
Brief:1.Discussion on the distribution of the stock dividend of the bonus for stockholders and the transfer of earnings as capital for 2021.
Explain:1. To implement according to the distribution of earnings of 2021.
2. The amount of stock dividend is NT$945,284,760 to be used to issue new stocks to
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increase the capital.
- The amount to increase the capital is NT$945,284,760 or 94,528,476 shares and the capital after the new issue is NT$19,850,979,940 or 1,985,097,994 shares
- The increased capital with the stockholder's bonuses will be used to pay back loans, future projects of factory expansion, purchase of machinery and equipment, or for the investment for other projects.
- The issue of new stocks stated above will be done according to the list of stockholders with 50 shares per 1,000 shares. If later on the outstanding shares are changed due to the company's share buyback and the dividend yield is changed as a result, the board of directors asks for the stockholders' meeting to deal with all related matters with all necessary means.
- If the stock dividend above is less than one share, it will be paid by cash instead and authorize the chairman to ask designated person(s) to purchase it at par.
- Have the same rights and obligation as the original.
- After being approve by the authority, the board of directors ask the stockholders' meeting for permission to set the ex-dividend day.
Resolution: approve.
The shares present 1,581,253,428 for 1,560,595,242, against 438,439 , void 0 and abstain 20,219,747.
Proposal 2:Proposed by the Board of Directors | |||||||||
Brief:Proposal on modifying the | "Procedures for Acquisition and Disposal of Assets" | ||||||||
Explain | 1.Based | on | the | regulation | of | January | 28, | 2022 | Order |
No.Financial-Supervisory-Securities-Corporate- 1110380465 of the Financial | |||||||||
Supervisory | Commission the company | proposes to | modify | the " Procedures for | |||||
Acquisition and Disposal of Assets" | |||||||||
2. The modified and comparison table of the"Procedures for Acquisition and Disposal of |
Assets" before the changes see p.33~37 and p38~47 of the Program Resolution:approve.
The shares present 1,581,253,428 for 1,560,571,747, against 446,403 , void 0 and abstain 20,235,278.
Proposal 3:Proposed by the Board of Directors
Brief:Proposal on modifying "Corporate Charter ".
Explain:1. The compliance of the Law of Corporation and the need for operation, Article 5, 12, 31, and Article 36 of the charter of the company has to be modified.
2. The modified and comparison table of the"Corporate Charter" before the changes see p.48~49 and p50~54 of the Program
Resolution:approve.
The shares present 1,581,253,428 for 1,560,614,286, against 404,348, void 0 and abstain 20,234,794.
Proposal 4:Proposed by the Board of Directors
Brief: Proposal on modifying the "Rules of Procedure for Shareholders Meetings"
Explain:1. Based on 8 March 2022 Public Announcement No. Taiwan-Stock-Governance1110004250
to modify the"Rules of Procedure for Shareholders Meetings"
2. The modified and comparison table of the" Rules of Procedure for Shareholders Meetings " before the changes see p.55~63 and p64~70 of the Program.
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Resolution: approve.
The shares present are 1,581,253,428, for1,560,603,049, against 404,544, void 0 and abstain 20,245,835.
VI. Election
Proposal 1:Proposed by the Board of Directors
Brief: Election of directors.
Explain:1.Article 18 of "Corporate Charter" of the Company requires that the Company shall have 7 directors (including 3 independent directors) adopting candidate nomination system and directors shall be elected by the shareholders' meeting from among the persons with disposing capacity. Directors serve a three-year term and may be re-elected, and the minimum shareholding ratio of directors shall comply with regulations of FSC.
2.Directors of the current term took office on June 21, 2019, and the term will be expired on June 21,2021. Thus, we are planning election.
3.The term of new directors will start from June 23, 2022 until June 22, 2025.
4. In accordance with Paragraph 6, Article 2 of "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies,"
the shareholding ratio of all directors shall reach 3% or more of the paid-in capital of the Company.
5.The election of directors was conducted in accordance with "Rule for the Election of Directors".
Election result:
Title | Stockholder's | Name of | Representative | Share | votes |
account | stockholder | holding | |||
Director | 81896 | Kuo Chiao | Lin I-Shou | 61,870,646 | 1,973,837,963 |
Investment | |||||
Director | 81896 | Kuo Chiao | Wu Lin-Maw | 61,870,646 | 1,959,785,069 |
Investment | |||||
Director | 28712 | Chia Yuan | Liang | 20,560,290 | 1,894,679,045 |
Investment | Pyng-Yeong | ||||
Director | 28712 | Chia Yuan | Huang | 20,560,290 | 1,886,839,797 |
Investment | Ching-Tsung | ||||
Independent | 1562 | Lee, | 900 | 1,073,528,032 | |
director | Chung-Wei | ||||
Independent | 244155 | Yang, | 1,084,113,520 | ||
director | Der-Yuan | ||||
Independent | 211300 | Chang, | 1,069,937,542 | ||
director | Wen-Yi | ||||
VII. Other Matters
Proposal 1:Proposed by the Board of Directors
Brief: Lifting of the Non-Compete clause for Director.
Explain:1. In accordance with Article 209 of Company Act, 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
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approval.
2. In order to avoid the impact on the investment development of the Company's directors, we plan to release the prohibition on all directors from participation in competitive business.
3. Positions Statements of Release the Prohibition on Directors from Participation in Competitive Business (See pp. 71 of the program ).
Resolution: approve.
The shares present are 1,581,253,428, for1,559,698,764, against 694,209, void 0 and abstain 20,860,455.
VI. Extempore Motions : None
VII. Adjournment
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Yieh Phui Enterprise Co. Ltd. published this content on 01 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 July 2022 08:22:03 UTC.