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Stock Code:
2841
Taiwan Land Development Corporation
2015 Annual General Meeting of
Shareholders
Meeting Manual
Date: June 30, 2015
Address: Banquet Hall, Taipei Hero House (1F, No. 20, Sec. 1, Changsha Street,
Zhongzheng District, Taipei City, Taiwan)
Table of Contents
1. Report items
1-1 Business operations report: 2014 ..................................................................... - 2 -
1-2 Supervisor’s review report on the 2014 financial statements ........................... - 9 -
1-3 Implementation status report of the Company's treasury shares ..................... - 10 -
1-4 Status report on loans to and endorsements/guarantees for others.................. - 12 -
1-5 Other Matters ................................................................................................ - 13 -
2. Items for Approval
2-1 Operational financial statements and reports: 2014........................................ - 14 -
2-2 Proposal for the distribution of 2014 earnings ............................................... - 31 -
3. Items for Discussion
3-1 Proposal for the issuance of new shares through capitalization
of the 2014 distributable earnings................................................................. - 33 -
3-2 Amendment to the Company's Articles of Incorporation ............................... - 34 -
4. Extempore Motions
5. Adjournment
Appendix 1 Articles of Incorporation for Taiwan Land Development Corporation.................... - 38 -
Appendix 2 Taiwan Land Development Corporation Rules and Procedures for Shareholders Meetings .. - 45 -
Appendix 3 Impact on the Company's business performance and EPS from the proposed
stock dividend distribution ............................................................................ - 48 -
Appendix 4 Impact on the Company's business performance and EPS from the proposed
stock dividend distribution ............................................................................ - 50 -
Appendix 5 Employee bonuses and remuneration to directors and supervisors......................... - 51 -
- 1 -
Taiwan Land Development Corporation
Agenda for the 2015 Annual General Meeting of
Shareholders
1. Time: 9.30 a.m., June 30, 2015
2. Place: The Banquet Hall of Taipei Hero House
(1F, No. 20, Sec. 1, Changsha Street, Zhongzheng District, Taipei City, Taiwan)
3. Chairman to call the meeting to order when the quorum is acknowledged
4. Chairman's opening remarks
5. Report items
5.1 Business operations report: 2014
5.2 Supervisor’s review report on the 2014 financial statements
5.3 Implementation status report of the Company's treasury shares
5.4 Status report on loans to and endorsements/guarantees for others
5.5 Other Matters
6. Items for Approval
6.1 Operational financial statements and reports: 2014
6.2 Proposal for the distribution of 2014 earnings
7. Items for Discussion
7.1 Proposal for the issuance of new shares through capitalization of the 2014
distributable earnings
7.2 Amendment to the Company's Articles of Incorporation
8. Extempore Motions
9. Adjournment
- 2 -
1. Report items:
1-1 Business operations report: 2014
Thanks to the concerted efforts of our employees, Taiwan Land Development
Corporation (TLDC) achieved brilliant performance as a group on many fronts in 2014,
including the sale of industrial park projects, enhanced value of assets, launch of new
development projects, and the operation of Kinmen Wind Lion Plaza. The Group
reported consolidated revenues of NT$1.791 billion in 2014, mainly from the
service-related income of Taichung City Precision Machinery Innovation Technology
Park, Kaohsiung Ganshan Benjhou Industrial Park, and Guanghua LOHAS
Creative Park. Another contributor came from the appreciation of invested real estate
applying the fair market approach, which drove profits to new heights. The Group has
been profitable for eight years in a row since 2007 yet the profitability performance of
2014 was unprecedented. The earnings per share were NT$8.13, the best ever since the
Group was founded 50 years ago. The innovation that the Group has been able to realize
in branding and cultural creativity contributes to increasingly diverse and valued
architecture. The Group was honored by the "2014 Asia Top Brands” of Asia Week,
Hong Kong to be a leader in the international architecture and Taiwan’s cultural creative
LOHAS industry.
In 2015, the Group will continue to focus on the sales at Taichung City Precision
Machinery Innovation Technology Park, Kaohsiung Ganshan Benjhou Industrial Park,
and Guanghua LOHAS Creative Park as its main source of profitability. The Group has
been constantly applying “green, intelligent, and cultural creativity” in local
communities, developing product characteristics, and introducing cultural creative,
leisure and tourism, and medical cosmetics industries, among others, to drive investment,
boost productivity, and increase employment opportunities as well as advance local
developments and use assets more flexibly. The business division will be devoted to the
two major segments of leisure real estate development and e-commerce, which coincide
with the Group's core belief of sustainable management. The Group's tourism business is
taking shape, with established locations in Hualien and Kinmen. The Group has also
formed alliance with the Starwood Group with the plan to launch Starwood Hotel in
Hsinchu, Sheraton Hotel in Kinmen, and bring Aloft Hotel into Taiwan. The Group will
also expand its IOT (Internet of things) O2O (online to offline or offline to online)
operations to make the most of virtual and physical channel synergies and connect to the
global IOT. Through the key technologies of IOT, the Group purports to stay on top of
everything throughout the business process, from sources of materials, manufacturing,
packaging, circulation to sales, and boost the sales of both virtual and physical stores,
while offering excellent after-sale services and carrying out O2O operations.
- 3 -
Below we present our 2014 business report, including implementation results of
the business plan, budget implementation, financial highlights and profitability, research
and development status, and an outline of our 2015 business plan, including business
policies for the year, business objectives and important production and marketing
policies as described below:
1. 2014 Operation Report
(1) Operating results of plan implementation
a Income from agency fees and engineering management fees for Taichung City Precision Machinery Innovation Technology Park, Kaohsiung Ganshan Benjhou Industrial Park, and Guanghua LOHAS Creative Park amounted to NT$1.718 billion.
b Continued innovative development of land assets incorporating new elements to promote local development and boost asset values
c The shopping street at Kinmen Wind Lion Plaza is fully operational, with many well-known stores including Studio A, Starbucks Coffee, Chii Lih Coral, and Golden Lion Cinemax generating increased profits.
d Hsinchu Hsinpu Eco-community project has completed the hot spring construction and entered an agreement with Starwood Group to collaborate in the development and operation of a Starwood hotel. The overall planning of the leisure farm on the northern side has also been completed. The Hsinpu Hot Spring Camellia Season held during the New Year of 2015 was highly acclaimed.
e The Golden Lion Cinemax project in Hualien Guanghua LOHAS Creative Park has received a construction permit and commenced construction; the Green Medical Cosmetics Hotel project has also received a construction permit and commenced the construction; the Hualien Huilan LOHAS Village project received a construction permit in September 2014.
(2) Budget Implementation
In accordance with Regulations Governing the Publication of Financial
Forecasts of Public Companies, the Company is not required to make a financial
forecast in 2014; this part is thus omitted.
(3) Financial Status and Profitability
- 4 -
Unit: NT$, thousands; %
Item 2014 2013
Operating revenue 1,791,486 2,536,417
Operating profit 1,730,425 1,458,167
Operating income 957,109 886,163
Financial
Status
Net income 5,312,015 843,152
ROA (%) 21.81 4.53
ROE (%) 40.20 11.61
Operating income 14.09 13.52 Issued
capital
ratio
(%)
Income before income
tax
80.40 12.96
Profit ratio (%) 296.51 33.24
Profitability
EPS (NT$) - Retroactive adjustment 8.13 1.30
Sales revenue for 2014 was $1,791,486,000, consisting mainly of recognition of $1,718,328,000 in revenue for agency business of industrial park development, and recognition of NT$1,298,000 in construction revenue from real estate sales. After deducting cost of sales in the amount of NT$61,061,000 and operating expenses in the amount of NT$773,316,000, and adding non-operating income of NT$4,503,447,000, TDLC reports a net income of NT$5,312,015,000 for the year.
(4) Research and Development
To meet future trends, the Group has positioned itself to be a daily business
entity that constantly changes with the latest developments. The Group's three
horizontal business axes are based on “green, intelligent, and cultural creativity”.
Along with the five major vertical businesses, namely conference, leisure and
recreation, tourism, cultural creativity, and healthcare, they form a business
operation model driven by the leisure industry and membership and e-commerce.
Our green business encompasses everything related to environmental
protection, sustainable living, organic LOHAS, energy-savings, and carbon
reduction. The intelligent business covers areas ranging from high tech and
digitization such as the Internet of Things (IOT), Big Data, and virtual reality
integration to e-commerce, continuing care, and smart home. The cultural creative
business includes arts and cultural exhibitions and performances, arts dealership,
cultural exchange, arts auction, and the operation of arts villages, along with other
related fields.
2. 2015 Operation Plan
(1) Business Policy
a Value-oriented development strategies: The Group adds value to the land
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through cultural creativity and technological innovation by integrating art as part of life and creating a sustainable healthy LOHAS park.
b Sustainable development of the Internet of Things and O2O with the cloud the source of value in the future: As the Internet era changes, its future value will lie in the cloud. The arrival of the IOT era means that the reality must be combined with virtual simulation to integrate online-to-offline (O2O) and maximize market and business opportunities.
c Consolidation of the development of Kinmen as the border trade center: The visa-on-arrival policy in Kinmen has enabled the number of visitors from Mainland China to hit a record high. Implementation of increased duty-free shopping quota for people going to Mainland China through Kinmen and the relaxation of Xiamen as a free trade zone further contributed to a steady growth in bilateral trade volume, the importation of excessive quantities of goods to Xiamen, and significantly increased bilateral trade with Xiamen and the West Coast Zone, consolidating the development of Kinmen as a border trade center.
d Core values of sustainable enterprise: Employing “green, intelligent, and cultural creativity” as core beliefs, we infuse the land with new value, creating a unique brand image, communicating our corporate philosophy and committing to the construction of high-quality LOHAS spaces for living.
e Specialization within the Group: Pursuit of the overall rationalization of the Group and further enhancement of enterprise synergy through interaction and cooperation of all employees within the Group.
(2) Operation (sales) Goals
a The land of The Taichung City Precision Machinery Innovation Technology
Park, Kaohsiung Ganshan Benjhou Industrial Park, and the Future Industry
Division of the Guanghua LOHAS Creative Park is to be sold to contribute to
the company’s business revenue.
b Self-owned assets will continue to be used flexibly to integrate “green,
intelligent, and cultural creativity” in the local living environment and develop
product characteristics to create benefits.
c The shopping street and mall at Kinmen Wind Lion Plaza have commenced
operations; the offshore duty-free shops are expected to open at the end of the
year.
d Hsinchu Hsinpu Eco-community project has obtained construction permit and
commenced the construction of the hot spring clubhouse situated at the park
entrance, and is collaborating with the Starwood Group on the planning and
application for the construction permit of a Starwood hotel. The project will
continue the planning for developing a leisure farm on the north side of project
complex and has submitted the application for its establishment.
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e Hualien LOHAS Creative Park has introduced the Hualien Huilan LOHAS
Village project with 35,000 ping (over 115,000 m2) of floor space for sale in the
first phase and the Golden Lion Cinemax and the Aloft hotel are under
construction.
f Nantou Caotun Eco-Complex project has completed the environmental
difference evaluation report and received a miscellaneous permit, while
continuing to embark on the development of hot spring wells.
g Taichung Dakeng Development project has completed the environmental
impact evaluation and submitted its water conservation plan; both the
development plan and the application for a miscellaneous permit will continue.
h Seeking new development projects: new projects that are being worked for
include the development of industrial parks and promotion of civil society’s
participation in public constructions and investments.
(3) Important Production and Marketing Policies
a Develop land activation strategies to diversify the utilization of land.
b Develop the three major horizontal business axes, namely green, intelligent, and
cultural creativity.
c Enhance our corporate image and create brand recognition.
d Create added value for our products and increase our competitiveness.
e With “sharing” as the core belief, the “LOHAS” idea about life and
consumption value should be the consensus.
3. Future Development Strategies
The Group will continue to focus on the two major segments, leisure real estate
and e-commerce, from spatial planning and design, creation of a LOHAS
environment, to the era of comprehensive value, where the land and assets on it will
appreciate together, the value of virtual simulation will be recreated by utilizing the
value of the physical space, virtual competition will be created physically, demand in
the physical space will be also fulfilled through the virtual space, personnel flow will
be created, that is, more people will be attracted to become a member, tailored
commodities will be provided, there will be systematic management, the Big Data
will be valued and developed to make the cloud become a new valuable space. The
Group consolidates green building with “construction traceability” and drives online
and offline revenue and sales through the O2O and IOT, which have greatly
enhanced the value of digital marketing.
The Group will work toward the ultimate goal of “creating happiness” and will
fulfill its corporate social responsibility by improving the living environment for
mankind to gradually add value to the land through “cultural creativity and
technological innovation.” The corporate culture of “happiness, sharing, and
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innovation” will continue. People sharing the same ideas and beliefs will continue to
be invited to implement the living belief of LOHAS and jointly pursue a more
organic, simple, environmentally-friendly, and beautiful life, finding new value and a
way out for the future of Taiwan with sustainable management.
4. Influence from External Competition, Regulations and Macro-operating Environment
(1) External Competition
a Industrial park agency business: In light of the urgent demand for industrial
land and the fact that land acquisition has to be based on the market value and
involves complex environmental evaluation procedures, which makes land
acquisition and development uneasy, the existing industrial land that the
company owns becomes a main niche for creating land value.
b Diversification: As Taiwan attracts more foreign visitors and the life style of
people in Taiwan changes, it becomes necessary for the Group to transform its
business pattern and diversify its businesses to spread operational risks,
capitalize on business opportunities, and develop land value more effectively.
By developing new markets through new products, the Group focuses mainly on
two business areas - leisure real estate development and e-commerce in the
efforts to create more profit streams while putting the core corporate beliefs of
"green, intelligent and cultural creativity" into practice.
(2) Regulatory Environment
a The original 2014 “The Draft Combined Income Tax System for House and
Land” prepared by the Ministry of Finance increased the tax rate for sales.
Article 5 of the House Tax Act that was amended and announced in 2014
limited the number of houses that each native can own for self use throughout
the nation to 3 and stipulated that local government may establish differential
tax rates depending on the number of houses that one owns, which will increase
the tax burden for owners of houses not for self use. Both are expected to impact
the supply and demand of real estate and changes to prices to make the sale of
real estate more difficult.
b In light of concerns about food safety, the Executive Yuan initiated the
amendment draft of some articles of the Act Governing Food Safety and
Sanitation to prevent unlawful and unethical conduct of manufacturers through
proactive inspection, autonomous management, and strict penalties. The Group
will strictly screen its suppliers for ARKI GALERIA on Chongqing South Road
and the Kinmen Wind Lion Plaza shopping street to safeguard food safety and
sanitation and protect consumers’ rights.
- 8 -
(3) Macro-operating Environment
According to the forecast of many major international institutions, the global
economy is recovering gradually in 2015 and is expected to outperform that in 2014.
In the case of Taiwan, lower oil prices and the forecast of stronger economic
growth in 2015 give domestic businesses more reasons to hold an optimistic view
on the domestic economy and boost consumer confidence.
In the moves to combat escalating property prices, the government has
implemented a number of measures with an aim to stabilize the housing prices. The
mandatory registration of real estate transaction prices has helped stabilize real
estate values at a more reasonable level, and the recently proposed "consolidated
housing and land tax" aims to achieve a fair and just tax system. However with
scarcity of available land and rising material costs, real estate values are relatively
stable and the room for lower housing prices is limited in the long run. In terms of
the overall real estate market, the performance of housing markets in different
regions started to shown obvious divergence at the end of 2014 with northern
region experiencing dropping prices and fewer transactions, and central and
southern regions experiencing stable prices and stable turnover. The market
activities are moving gradually towards the eastern area with the land prices in
Hualien and Taitung rising every year. These market trends are particularly
favorable to TLDC that holds a considerable amount of land assets and is
embarking on several hotel and resort development projects in the areas. Through
sharing strategy, the Group will offer the opportunity for long-term holding of real
estate for investment purpose that is poised to lead to profits.
5. Conclusion
As mankind further continues to improve civilization and re-imagine better
lifestyles, the industry will also head in the same direction. This is why the Group
will transform itself to become a business that meets the needs of the people and the
environment. Like water, TLDC is constantly striving for change and renewal. To
answer to the changes and contemporary trends in the world, we develop three major
strengths and know-how, that is “green, intelligent, and cultural creativity” and have
a consensus on the idea of a LOHAS life and consumption value with “sharing” as
the core belief. By flexibly taking advantage of the three professional strengths, we
are providing comprehensive high quality services in life that better meet people’s
needs. For this, we ask for the continued support and encouragement from our
shareholders.
Chairman: Chiu, Fu-Sheng President: Chiu, Fu-Sheng Accounting Manager: Chen, Wen-Ling
- 9 -
1-2 Supervisor’s review report on the 2014 financial statements
Taiwan Land Development Corporation
2014 Annual Report
Supervisors' Report
The Company’s 2014 individual financial statements (including balance
sheet, income statement, statement of changes in shareholders’ equity and cash
flow statement) and consolidated financial report, together with the 2014
business report and consolidated business report of affiliates submitted and
surplus distribution form to supervisors for the verification by the Board of the
Company have been certified and audited by accountants Ueng Shyh-Rong and
Wang Hui-Hsien of Pricewaterhouse Coopers. After careful examination of the
supervisors, the supervisors concluded that these financial reports have been
properly prepared in accordance with requirements of Article 219 of the
Corporation Act of the Republic of China.
To the Shareholders’ Meeting of 2015
Corporation Supervisor : Nienshin Investment Co., Ltd.
Representative : Yen, Hui-Ling
Corporation Supervisor : Dahe Media Co.,Ltd
Representative : Yen, Chih-ching
Supervisor : Lin, Hung-Min
April 28 , 2015
- 10 -
1-3 Implementation status report of the Company's treasury shares
Agenda: Implementation of the treasury stock buyback plan
Description: Treasury stock repurchased by the Company in 2014:
Treasury stocks in batches 9th Batch 10th Batch 11th Batch 12th Batch
Date of board
resolution August 25, 2014 September 25, 2014 November 25, 2014 January 26, 2015
Purpose of buy-back
Uphold Company
credit and
shareholders' benefits
Uphold Company
credit and
shareholders' benefits
Transfer ownership of
shares to employees
Transfer ownership of
shares to employees
(Note 3)
Scheduled buy-back
period 103/6/27~103/8/25 103/9/26~103/11/24 103/11/26~104/1/25 104/1/27~104/3/26
Price range NT$10.80 to
NT$12.00
NT$10.80 to
NT$12.00 NT$10.5 to NT$12.00 NT$10.5 to NT$12.00
Scheduled buy-back
quantity
(as a percentage of
total outstanding
shares)(Note 1)
31,000,000 shares
(4.73%)
46,000,000 shares
(7.02%)
36,000,000 shares
(5.30%)
20,000,000 shares
(2.95%)
Sch
eduled
bu
yback
plan
Spending limits for
buyback shares NT$2,579,651,606 NT$2,612,543,054 NT$2,476,716,818 NT$2,476,716,818
Actual buy-back
period 103/7/11~103/8/25 103/9/26~103/11/24 103/11/26~104/1/23 104/1/27~104/3/3
Actual buy-back
shares
(as a percentage of
total outstanding
shares)(Note 2)
5,352,000 shares
(0.82%)
17,100,000 shares
(2.52%)
14,500,000 shares
(2.14%)
8,800,000 shares
(1.33%)
Actual amount spent
on buyback shares NT$62,761,213 NT$184,460,981 NT$163,243,518 NT$100,599,204
Execu
tion o
f the b
uyback
plan
Average price NT$11.73 NT$10.79 NT$11.26 NT$11.43
- 11 -
Reasons for
Incompletion
The stock price of the
Company was stable
throughout the year.
Therefore, in order to
balance the stock
market and
effectively use funds,
it was decided not to
complete all
scheduled buybacks.
The stock price of the
Company was stable
throughout the year.
Therefore, in order to
balance the stock
market and effectively
use funds, it was
decided not to
complete all scheduled
buybacks.
The stock price of the
Company was stable
throughout the year.
Therefore, in order to
balance the stock
market and effectively
use funds, it was
decided not to
complete all scheduled
buybacks.
The stock price of the
Company stabilized
over time and had
exceeded the top
buyback price range,
and therefore was not
completed.
Status Nullified Nullified To be transferred to
employees
To be transferred to
employees
Note 1: Calculated based upon the total outstanding shares of the Company at the time announcement of buyback was made.
Note 2: Calculated based upon the total outstanding shares of the Company after expiration of the announcement or completion of the
re-acquisition.
Note 3: Approved by the Board of Directors on April 28, 2015 and ratified by the Financial Supervisory Commission.
- 12 -
1-4 Status report on loans to and endorsements/guarantees for others
Agenda: Implementation of the status report on loans to and endorsements/guarantees
for others.
Description:
1. Loans to others conducted by the Company as of January 31, 2015
Name of company Relationship with
the Company Amount of loans
Amount of loans as a
percentage of the
Company's net value as
stated in the latest financial
report (Sep. 30, 2014)
Taiwan Innovation
Development
Corporation
Affiliated
companies 800,000,000 7.60%
Taiwan Commerce
Development
Corporation
Affiliated
companies 350,000,000 3.33%
2. Details of the Company's endorsements/guarantees for others as of January 31, 2015:
Name of company Relationship with
the Company Endorsed amount
The endorsed
amount as a
percentage of the net
value in the most
recent financial
statement (Sep 30
2014)
Taiwan Commerce Development
Corporation Affiliated companies 2,100,000,000 19.97%
- 13 -
1-5 Other Matters
Agenda: Implementation of the 1st Secured Ordinary Corporate Bond issued in 2015.
Description:
1. The proposal was approved at the 11th meeting of the 17th-term Board of
Directors on April 28, 2015. The placement was completed on June 9, 2015.
2. The Bond requirements of Article 246 of the Corporation Act f the Republic
of China: A company may, by a resolution adopted by the Board of Directors,
invite subscription for corporate bonds, provided that the reasons for the said
action as well as other relevant matters shall be reported to the meeting of
shareholders.
3. The Bond’ offering terms are as follows:
(1)Name of Corporate Bond: Taiwan Land Development Corporation 1st
secured ordinary corporate bond issued in 2015.
(2)Issue Amount and Denomination: The total amount of the Bonds is NTD
800 million, NTD 1,000,000 of the denomination. The bonds will be fully
issued without entity and at par value.
(3)Trem: Five years for bonds from June 9, 2015 to June 9, 2020.
(4)Coupon Rate: The coupon rate is fixed at 1.55% per annual.
(5)Payment Method: 100% principal repay upon maturity.
(6)Interest Calculation: Interest shall be calculated and paid once a year
based on annual simple rate.
(7)Guarantor: Taiwan Cooperative Bank, Ltd.
(8)Trustee: Jih Sun International Commercial Bank Co., Ltd.
(9)Paying Agent: Taiwan Cooperative Bank, Ltd.
(10) Reason for issue: Repayment of King’s Town Bank borrowings(annual
interest rate of 3.305%);Repayment of Mega International Commercial
Bank borrowings(annual interest rate of 2.9737%)
(11)The first issuance of Secured Ordinary Corporate Bond as approved by
letter from the Financial Supervisory Commission on May 28, 2015. The
placement was completed on June 9, 2015.
- 14 -
2. Items for Approval
2-1 Operational financial statements and reports: 2014
Agenda: Approval of the Company's 2014 Operational financial statements and reports
Description:
1. The Company's 2014 financial statements (including consolidated financial
statements), were audited by accountants and have been approved during the 9th
meeting of the 17th-term Board of Directors on February 25, 2015. The
aforementioned statements, along with the business report, which have been
reviewed by the supervisory committee, are being presented by the supervisors
and the General Manager.
2. Please refer to pages 15 to 30 within this document for the 2014 annual business
report, the auditor's report and financial statements.
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- 31 -
2-2 Proposal for the distribution of 2014 earnings
Agenda: Approval of the Company's 2014 earnings distribution proposal
Description:
1. The Company's 2014 audited after-tax profit amounted to NT$5,312,164,603. The
amount of NT$6,000,768,057 has been set aside for legal purposes and special
reserve. With the addition of undistributed earnings of NT$2,106,654,038 (IFRS
adjustment applied) carried forward from previous fiscal year, a total of
NT$1,418,050,584 is available for distribution.
2. In accordance with the Company Act and bylaws, it is proposed that 1% of the
2014 distributable earnings to be allocated as remuneration to directors and
supervisors; 1% is to be allocated toward employee bonuses and distribution of
dividends to shareholders at NT$1.2 per share (including cash dividends at
NT$0.2 per share and stock dividends at NT$1 per share). Please refer to page 32
in the manual for the distribution statement.
3. The proposal was approved at the 11th meeting of the 17th-term Board of
Directors on April 28, 2015.
- 32 -
Taiwan Land Development Corporation
Earnings distribution statement
2014
Unit: NT$
Item Amount Notes
Opening undistributed earnings 448,843,098
Add: Conversion effect of the adoption of IFRS 1,657,810,940
Opening undistributed earnings (IFRS) 2,106,654,038
Add: Net Income 5,312,164,603
Less:10% legal reserve (531,216,460)
Less: Special reserve (beginning of term) (1,488,076,466) Note 3
Less: Special reserve (current term) (3,981,475,131) Note 3
Distributable earnings 1,418,050,584
Distribution items
Dividends to shareholders: NT$0.2 per share paid in
cash
127,742,059
Dividends to shareholders: NT$0.1 per share paid in
cash
638,710,300 100 shares/per thousand
shares
Closing undistributed earnings 651,598,225
Notes:
Remuneration to directors and supervisors
distributed in cash form (1%)
7,995,000
1%~2%
Employee bonus distributed in cash form (1%) 7,995,000 1%~2%
Chairman: Chiu, Fu-Sheng President: Chiu, Fu-Sheng Accounting Manager: Chen, Wen-Ling
Note 1: In accordance with regulations ordered in the Ministry of Economic Affairs Business Letter No.
780106-280, remuneration of directors and supervisors shall not be re-capitalized for the
issuance of new shares.
Note 2: Earnings allocated in the proposal shall come primarily from profit made in 2014. If the
available profit from 2014 is insufficient for the distribution, profit from previous year(s) may
be used.
Note 3: According to Jin-Guan-Zheng-Fa-Zi No. 1030006415, public companies with investment
properties adapting fair value measurement shall set aside special reserve equivalent to the
same amount of the increase resulting from the adaptation in accordance with Article 41 of the
Securities and Exchange Act.
Note 4: Cash dividends shall be rounded down to the nearest dollar, with savings to be recorded under
'other income'.
- 33 -
3. Items for Discussion:
3-1 Proposal for the issuance of new shares through capitalization of the
2014 distributable earnings
(submitted by the Board of Directors)
Agenda: Resolution on the adoption of proposal for the issuance of new shares through
capitalization of the 2014 distributable earnings
Description:
2. For the purpose of the Company's future business development, instead of
allocating NT$638,710,300 shareholders' dividends in cash from the 2014
distributable earnings, it is proposed to capitalize the dividends by the
issuance of 63,871,030 ordinary shares and distribute stock dividends to
shareholders at 100 shares free-gratis for each 1,000 shares held.
3. Distributions that amount to less than one full share may be grouped and
shareholders are advised to contact the Company's stock agency for details
within 5 days of the issue date. Upon authorization, the Chairman will
approach specific persons for possible subscriptions of fractional shares.
4. These new shares are issued in non-materialized form, at NT$10 par value
per share bearing the same rights and obligations of the originally issued
shares.
5. The Board of Directors will set the record dates for the distribution of stock
dividends after the proposal has been approved in shareholders meeting and
the new shares issuance approved by the competent authority. If amendments
are inevitable in respond to requirements from the competent authority or
changes in circumstances, the Board of Directors is fully authorized to handle
the matter.
6. If the Company's outstanding shares are subsequently changed due to the
re-acquisition, transfer or cancellation of its treasury stock or other reasons,
which impact on the stock dividend ratio, the Board of Directors would like
to be authorized for handling this matter.
7. The proposal was approved at the 11th meeting of the 17th-term Board of
Directors on April 28, 2015.
- 34 -
3-2 Amendment to the Company's Articles of Incorporation
(submitted by the Board of Directors)
Agenda: Resolution on the adoption of amendment to the Company’s Articles of
Incorporation
Description:
1. It is proposed that the amount of authorized capital stated in the Company's
Articles of Incorporation shall be revised with an increase in order to support
the Company's future business development. Details of the amendment are as
follows:
(1) Revision of Article 6 to increase the authorized capital from
NT$8,000,000,000 to NT$9,900,000,000
(2) Revision of Article 40 by adding revision dates
2. Please refer to page 35 to 36 in the manual for a comparison of the existing
and amended Articles of Incorporation.
3. The amendment proposal was approved at the 9th meeting of the 17th-term
Board of Directors on February 25, 2015.
- 35 -
Comparison chart of the existing and amended articles in the
Articles of Incorporation of Taiwan Land Development
Corporation
Article number
Amended articles Existing articles Description
Article 6
The Company's total capital is set at NT$9,900,000,000, divided into 990,000,000 shares at NT$10 par value. The Board of Directors is authorized to issue the unissued shares.
The Company's total capital is set at NT$8,000,000,000, divided into 800,000,000 shares at NT$10 par value. The Board of Directors is authorized to issue the unissued shares.
Increase the amount of authorized capital in order to support future business development
Article 40
The Articles of Incorporation were established on February 25, 1972 1st Revision: December 6, 1975; 2nd Revision: May 29, 1979; 3rd Revision: September 27, 1980; 4th Revision: January 13, 1984; 5th Revision: December 23, 1986; 6th Revision: December 23, 1989; 7th Revision: December 28, 1990; 8th Revision: July 29, 1994; 9th Revision: December 26, 1997; 10th Revision: February 26, 1999; 11th Revision: October 16, 1999; 12th Revision: May 16, 2000; 13th Revision: June 24, 2004; 14th Revision: December 31, 2004; 15th Revision: December 14, 2005; 16th Revision: June 28, 2006; 17th Revision: May 27, 2009; 18th Revision: June 9, 2010; 19th Revision: June 28, 2011; 20th Revision: June 8, 2012; 21st Revision: June 17, 2013;
The Articles of Incorporation were established on February 25, 1972 1st Revision: December 6, 1975; 2nd Revision: May 29, 1979; 3rd Revision: September 27, 1980; 4th Revision: January 13, 1984; 5th Revision: December 23, 1986; 6th Revision: December 23, 1989; 7th Revision: December 28, 1990; 8th Revision: July 29, 1994; 9th Revision: December 26, 1997; 10th Revision: February 26, 1999; 11th Revision: October 16, 1999; 12th Revision: May 16, 2000; 13th Revision: June 24, 2004; 14th Revision: December 31, 2004; 15th Revision: December 14, 2005; 16th Revision: June 28, 2006; 17th Revision: May 27, 2009; 18th Revision: June 9, 2010; 19th Revision: June 28, 2011; 20th Revision: June 8, 2012; 21st Revision: June 17, 2013; 22nd
Adding revision dates
- 36 -
Article number
Amended articles Existing articles Description
22nd Revision: June 24, 2014;
23rd Revision: June 30, 2015.
Revision: June 24, 2014;
- 37 -
4. Extempore Motions
5. Adjournment
- 38 -
Appendix 1
Articles of Incorporation for Taiwan Land Development Corporation
103.06.24 Revision approved at AGM 2014
Chapter 1 General Provisions
Article 1 The Company is engaged in the provision of land development services that facilitate
economic development.
Article 2 The full name of the Company is Taiwan Land Development Corporation, organized in
accordance with the Company Act.
Article 3 The headquarters of the Company is registered in Taipei City, Taiwan. The Company may
establish branch offices in Taiwan or abroad according to business requirements.
Article 4 The announcements made by the Company shall be published in accordance with the law or
regulations set by the competent authority.
Article 5 The Company's investment shall be exempt from the 40 percent restriction specified in
Article 13 of the Company Act in relation to the percentage of total investment amount that
can be made with a company's paid-up capital. However, all investment related matters are
subject to approval by the Board of Directors.
The Company shall provide guarantee on its affiliated companies as required for business
operations.
Chapter 2 Shares
Article 6 The Company's total capital is set at NT$8,000,000,000, divided into 800,000,000 shares at
NT$10 par value. The Board of Directors is authorized to issue the unissued shares.
Article 7 The Company’s shares shall be registered and signed or sealed by at least three directors.
The shares shall be issued in accordance with the law.
When issuing the shares, the Company may opt to not print any share certificates or to print
the separately-issued shares on a combined basis. The Company should however engage a
centralized securities depository institute to register or safekeep the shares.
The above rules also apply to corporate bonds.
Article 8 Shareholders of the Company shall complete signature and seal cards to be retained by the
Company for records. The signature and seal cards are used for the purpose of verification
when the shareholders collect dividends, bonuses, or exercise other shareholder rights in
writing.
Article 9 All stock-related matters shall be governed by the Regulations Governing the
Administration of Shareholder Services of Public Companies and other relevant laws.
Chapter 3 Scope of Business
Article 10 The Company's business scope includes:
1. D501010 Hot Spring Providers
2. F401010 International Trade
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3. H701010 Residence and Buildings Lease Construction and Development
4. H701020 Industrial Factory Buildings Lease Construction and Development
5. H701030 Funeral Facility Lease Construction and Development
6. H701040 Specialized Field Construction and Development
7. H701050 Public Works Construction and Investment
8. H701060 New County and Community Construction and Investment
9. H701070 Land Levy and Delimit
10. H701080 Reconstruction within the renewal area
11. H702010 Construction Management
12. H703090 Real Estate Commerce
13. H703100 Real Estate Rental and Leasing
14. H703110 Senior Citizen's Development
15. H705010 National Private Property Management
16. HZ02010 Financial Institution Creditor's Right (Money) Purchase
17. I102010 Investment Consulting
18. JB01010 Exhibition Services
19. J601010 Arts and Literature Service
20. A101020 Food Crops
21. A101030 Special Crops
22. A101050 Flower Gardening
23. A102020 Agricultural Product Preparations
24. A102060 Grain Commerce
25. A102080 Horticulture
26. A199990 Other Agriculture
27. A401010 Cattle
28. A401020 Animal Husbandry
29. A401040 Livestock Farming
30. A401990 Other Livestock Farming
31. F203010 Retail sale of Food and Groceries
32. F203020 Retail Sale of Tobacco and Alcoholic Drinks
33. F501030 Coffee/Tea Shops and Bars
34. F501050 Public Houses and Beer Halls
35. F501060 Restaurants
36. J603010 Live Venues
37. ZZ99999 In addition to the approved business items, the Company is also allowed to
operate other business not prohibited or restricted by law.
Chapter 4 Meeting of Shareholders
Article 11 The Company's shareholder meetings are divided into two different types: general and
special shareholders meetings. A general shareholders meeting is to be held once annually,
- 40 -
called by the Board of Directors within six months after the end of each fiscal year. Unless
stated otherwise in the Company Act, special meetings are called by the Board of Directors
or Supervisory Board when deemed necessary. Shareholders holding more than 3% of the
total number of outstanding shares for a continuous year may request the Board of Directors
to call for a special meeting by submitting a written proposal setting forth therein the
subjects for discussion and the reasons.
Article 12 All shareholders shall be informed of the date, location, and agenda 30 days before a general
meeting or 15 days before a special meeting is convened.
Article 13 A shareholder, if unable to attend the shareholders' meeting, may appoint a proxy to attend
on the shareholder's behalf by executing power of attorney, stating therein the scope of
power authorized to the proxy. Regulations for proxy attendance, except those governed by
Article 177 of the Company Act, shall be conducted in accordance with the Regulations
Governing the Use of Proxies for Attendance at Shareholder Meetings of Public.
Article 14 The Chairman shall chair all shareholders meetings. If the Chairman is unable to attend, the
Chairman may appoint one of the directors to act on the Chairman's behalf. If no delegate is
appointed by the Chairman, one shall be elected from among the directors.
Article 15 Matters to be resolved by the shareholders meeting:
1. Establishment and amendment of the Articles of Incorporation for the Company.
2. Election and discharge of directors and supervisors.
3. Examination of the financial statements and books of accounts prepared and submitted by
the Board of Directors and supervisors' report. An inspector may be appointed for the
purpose of examination.
4. Resolutions regarding issuance of new shares through capitalization of earnings and
capital reserve.
5. Resolutions regarding capital reduction.
6. Resolutions regarding the distribution of earnings and make-up of deficits.
7. Transfer of all or any essential part of the Company's business or assets; or acceptance of
the transfer of another’s complete business or assets that has great bearing on the business
operation of the Company.
8. Merger and divestment of the Company.
9. Resolutions regarding other important matters commissioned.
Article 16 Resolutions at shareholders meetings shall, unless otherwise provided for under the
Company Act, be adopted by a majority vote of the shareholders present who represent
more than one-half of the total number of voting shares. When the number of shareholders
present does not constitute the quorum prescribed in the preceding article, but those present
represent one-third or more of the total number of issued shares, a tentative resolution may
be passed by a majority of those present. A notice of such tentative resolution shall be given
to each of the shareholders, and a Shareholders meeting reconvened within one month. If
bearer share certificates have been issued, such tentative resolutions shall also be publicly
announced.
- 41 -
In the aforesaid meeting of shareholders, if the tentative resolution is again adopted by a
majority of those present who represent one-third or more of the total number of issued
shares, such tentative resolutions shall be deemed to be a resolution under the preceding
paragraph (1).
Article 17 Unless otherwise stipulated by law, a shareholder shall have one vote per each share in
possession.
Article 18 Resolutions adopted at shareholders' meetings shall be recorded in the meeting minutes and
signed or sealed by the chairman of the meeting. The signed minutes shall be delivered to all
shareholders within 20 days after each meeting.
The preparation and delivery of meeting minutes can be made in electronic form.
The meeting minutes prescribed in the preceding paragraph may be delivered via public
announcement.
The minutes must note the date and venue of the meeting, the Chairman's name, the method
of resolution, and the proceedings and results of various meeting agenda items. Meeting
minutes must be preserved for as long as the company exists. The attendance list bearing the
signatures of shareholders present at the meeting and the powers of attorney of proxies shall
be retained for at least a year.
Chapter 5 Board of Directors
Article 19 The Company shall have seven to nine directors who shall comprise the Board of Directors.
The Board of Directors is authorized to determine the number of directors. The directors
shall be elected from among the shareholders with disposal capacity at the shareholder’s
meeting to serve a term of three years and may be eligible for re-election. The Company
adopts a candidate nomination system for election of the directors, and the shareholders
shall elect the directors from among the nominees listed on the roster of director candidates.
A director who is from or represents a government agency or an institutional shareholder
may, owing to the change of the director's functional duties, be replaced by another person.
When one-third of the positions on the Board of Directors become vacant, or when all
supervisors have been discharged, a special meeting of shareholders shall be called within
sixty days to elect succeeding directors. A replacement or succeeding director elected after a
by-election is to fulfill the unexposed term of office of the predecessor.
The percentage of shareholdings of all the directors elected in accordance with the preceding
paragraph is subject to the minimum percentage prescribed by the relevant competent
authority.
The Company shall purchase liability insurance for its directors and supervisors. The Board
of Directors is authorized to decide on the coverage of such insurance.
Article 20 The Chairman of the Board shall be elected by a majority vote at a board meeting with more
than two-thirds of the directors present. The Vice Chairman shall be elected in the same
way.
The Chairman shall represent the company externally and shall internally chair the
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shareholders and the board of directors meetings.
If the Chairman is unable to perform such duties due to leave of absence or any other reason,
the Vice Chairman shall act on the Chairman's behalf. If the Vice Chairman is also
unavailable or unable to perform duties, the Chairman may appoint one of the directors to
act on the Chairman's behalf. If no delegate is appointed by the Chairman, one shall be
elected from among the directors to act on the Chairman's behalf.
Article 21 Powers of the Board of Directors:
1. Approval of various provisions of the Articles of Incorporation.
2. Approval of major business and its plans.
3. Promulgation of capital increase or decrease.
4. Approval of new addition, closure, or alteration of a branch office.
5. Approval of a various major contracts.
6. Approval of the budget and final accounts.
7. Approval of real estate transactions.
8. Approval of investment in other companies.
9. Formulation of proposals regarding earnings distribution or deficit make up.
10. Approval of remuneration of directors, supervisors, and other employees.
11. Approval of the appointment and discharge of the president, vice presidents, assistant
Vice presidents, managers, assistant managers, and branch managers.
12. Matters submitted by the Chairman for approval.
13. Other authority granted by law, by the Articles of Incorporation, or by the meeting of
shareholders.
Directors' and supervisors' remuneration as prescribed in clause 10 in the preceding
paragraph shall be in accordance with industry standards. If profit is reported in the final
accounts, it shall be handled in accordance with Article 35.
Article 22 Board of Directors shall establish an audit office to oversee the Company's audit practice.
The appointment or discharge of the head of the audit office shall be determined by the
Chairman of the Board with a majority consensus from all the directors. The head of the
audit office shall oversee the audit practice in accordance with the resolutions of the board
meetings and shall provide periodic reports to the Board of Directors and supervisors.
Article 23 The Board of Directors shall meet once a month. In the event of urgent matters or at the
request of a majority of the directors, the Chairman may convene a special meeting via mail,
e-mail, or fax, unless otherwise specified by the Company Act.
Article 24 A director may delegate another director to attend the Board meeting on the director's behalf,
and a power of attorney must be issued and state therein the scope of authority with
reference to the subject matter to be discussed at the meeting.
A director may accept the appointment to act as the proxy referred to in the preceding
paragraph of only one other director.
Article 25 Unless otherwise provided for under the Company Act, resolutions of the board of directors
shall be adopted by a majority of the directors at a meeting attended by a majority of the
- 43 -
directors.
Article 26 Proceedings of a board meeting must be recorded in the minutes.
The meeting minutes shall comply with Article 18 in the preceding paragraph.
Article 27 Board meetings shall be announced seven days in advance to all directors and supervisors.
President, vice presidents, managers from all departments may be invited to attend.
However, they are not eligible to vote.
Chapter 6 Supervisors
Article 28 The Company shall have three supervisors, elected from among the shareholders with disposal capacity at the shareholders meeting to serve a term of three years and may be eligible for re-election. A candidate nomination system is adopted for election of the supervisors, the shareholders shall elect the supervisors from among the nominees listed on the roster of supervisor candidates. A supervisor who is from or represents a government agency or an institutional shareholder may, owing to the change of the supervisor's functional duties, be replaced by another person to fulfill the unexposed term of office of the predecessor. The number of shareholdings of all supervisors elected in accordance with the preceding paragraph shall comply with regulations specified by relevant competent
authority.
Article 29 Powers of the supervisors:
1. Investigation and reviewing of the business and property status of the Company.
2. Reviewing of books of accounts and reports for final accounts.
3. Inventory review reports.
4. Monitoring of the performance of the employees and censure for any violation of laws or
their duties.
5. Any other powers authorized by law.
Article 30 Supervisors may be invited to attend the Board of Directors meetings for expression of
opinions. However, they are not eligible to vote in the meeting.
Chapter 7 Managerial Personnel
Article 31 The Company shall have one President who oversees the operations of the Company in
accordance with the resolutions of the board meetings. The Company shall have a number
of vice presidents and managers to support and assist the President. The appointment,
discharge, and remuneration of the above personnel shall be governed by Article 29 of the
Company Act.
Article 32 If, for any reason, the president is unable to perform one's duties, the Chairman shall appoint
one of the vice presidents, subject to the board of directors' approval, to act on the
president's behalf.
Chapter 8 Accounting
Article 33 The Company's fiscal year begins on January 1 and ends on December 31. A final
accounting shall be conducted at the end of the year and shall use the ROC year for the title.
Article 34 At the end of each fiscal year, the Board of Directors shall prepare the following statements
and reports, as regulated by the central authority, for verification. The verified statements
and reports shall be submitted to supervisors for review no later than 30 days prior to the
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shareholders meeting.
1. Business Report.
2. Financial Statements.
3. Distribution of earnings or loss offsetting proposals.
The Board of Directors shall submit the above statements and reports for approval at the
shareholders meeting. The Board of Directors shall distribute the approved financial
statements and resolutions regarding earnings distribution or loss offsetting to all
shareholders.
Delivery of the approved financial statements and resolutions regarding earnings
distribution or loss offsetting to all shareholders may be made in the form of public notice.
Article 35 If profit is reported in the final accounts, the Company shall set aside ten percent of the
profit as a legal reserve after losses have been covered and all taxes and dues have been paid.
The Company may allocate between one to eight percent of the remaining earnings as
employee bonus and a further one to two percent toward director and supervisor
remuneration. The Board shall determine whether to withhold the earnings for future
business operations or investment opportunities or to submit a distribution proposal of no
less than fifty percent of the earnings at the shareholders meeting.
The board of directors shall be authorized to determine employee bonus and directors and
supervisors' remuneration within the ranges specified above on an annual basis.
Article 36 For the purpose of strengthening capital structure and increasing the amount of capital, the
Company may allocate up to thirty percent of its distributable earnings as cash dividends
and the rest as stock dividends to shareholders.
Chapter 9 Supplementary Provisions
Article 37 Organizational regulations, detailed charts of responsibilities, and other provisions of the
Articles of Incorporation of the Company shall be promulgated in separate documents.
Article 38 Any unstated matters herein shall be conducted based on the Company Act and any other
relevant laws.
Article 39 The Articles of Incorporation shall be implemented after being approved at the shareholders
meeting, and any future amendments shall follow the same procedure.
Article 40 The Articles of Incorporation were established on February 25, 1972 1st Revision:
December 6, 1975; 2nd Revision: May 29, 1979; 3rd Revision: September 27, 1980; 4th
Revision: January 13, 1984; 5th Revision: December 23, 1986; 6th Revision: December 23,
1989; 7th Revision: December 28, 1990; 8th Revision: July 29, 1994; 9th Revision:
December 26, 1997; 10th Revision: February 26, 1999; 11th Revision: October 16, 1999;
12th Revision: May 16, 2000; 13th Revision: June 24, 2004; 14th Revision: December 31,
2004; 15th Revision: December 14, 2005; 16th Revision: June 28, 2006; 17th Revision:
May 27, 2009; 18th Revision: June 9, 2010; 19th revision: June 28, 2011; 20th revision:
June 8, 2012; 21st Revision: June 17, 2013; 22nd Revision: June 24, 2014;
- 45 -
Appendix 2
Taiwan Land Development Corporation Rules and Procedures for
Shareholders Meetings
101.06.08.Revision approved at AGM 2012
102.06.17.Revision approved at AGM 2013
103.06.24 Revision approved at AGM 2014
1. Company Shareholders Meetings (hereinafter the "Meeting") shall be conducted in accordance with
these Rules and Procedures, unless otherwise specified by law or the Articles of Incorporation.
2. The number of shares represented during the meeting is calculated based on the total amount
registered in the attendance log or the attendance cards collected, plus the number of shares where
voting rights are exercised in writing or through electronic means.
3. Shareholder attendance and votes are calculated by the number of shares represented during the
Meeting.
4. The Meeting shall be held at locations that are suitable and convenient for shareholders to attend.
The Meeting shall not begin earlier than 9 a.m. or later than 3 p.m.
5. Shareholders meetings that are convened by the Chairman shall be chaired by the Chairman. If the
Chairman is unable to perform such duties due to leave of absence or any other reason, the Vice
Chairman shall act on the Chairman's behalf. If the Vice Chairman is also unavailable or is
non-existent, the Chairman may appoint one of the directors to act on the Chairman's behalf. If the
Chairman does not appoint a delegate, one shall be elected from among the directors.
If the Meeting is chaired by a director other than the Chairman, it shall be one who is familiar with
the Company's business and financial status and that had been appointed more than six months prior.
Institutional directors shall comply with the same rule.
If the Meeting is convened by an authorized party other than the Board of Directors, the Meeting
shall be chaired by the authorized convener.
6. The lawyers, certified public accountants, and any relevant personnel hired by the Company shall be
present at the shareholders meeting. Organizers of the Meeting must wear proper identification or
arm badges.
7. The audio or video of the process of the Meeting shall be recorded and shall be retained for at least
one year.
However, if a shareholder makes a litigious claim against the Company according to Article 189 of
the Company Act, the abovementioned documents must be retained until the end of the litigation.
8. The Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of
shares represented by the shareholders present at the Meeting has not yet constituted the quorum at
the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The
postponements shall be limited to two times and the Meeting shall not be postponed for longer than
- 46 -
one hour in aggregate. If after two postponements no quorum can yet be constituted, but the
shareholders present at the Meeting represent more than one-third of the total outstanding shares,
tentative resolutions may be made in accordance with Article 175, Item 1 of the Company Act.
If the number of shares represented during the meeting accumulates to more than half of all
outstanding shares before the meeting ends, the Chairman may re-propose any tentative resolution
for final voting, according to Article 174 of the Company Act.
9. The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the
Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in
accordance with the agenda.
The above rule also applies if the shareholders' meeting is convened by any authorized party other
than the board of directors.
Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the
Meeting before all the discussion items (including extempore motions) listed in the agenda are
resolved.
The shareholders cannot designate any other person as chairman and continue the Meeting in the
same or another place after the Meeting is adjourned.
10. When a shareholder present at the Meeting wishes to speak, a speech note should be filled out with
a summary of the speech, the shareholder's number (or the number of Attendance Card), and the
name of the shareholder. The sequence of speeches by shareholders shall be decided by the
chairman.
Shareholders who submit an opinion slip without actually speaking are considered to have remained
silent. If the shareholder's actual comments differ from those stated on the opinion slip, only the
actual comments expressed shall be recorded.
While a shareholder is speaking, other shareholders shall not speak simultaneously or interfere in
any way, unless agreed upon by the Chairman and the person speaking. Any violators shall be
restrained by the Chairman.
11. Unless otherwise permitted by the chairman, each shareholder shall not speak more than two times
for each discussion item (each time cannot exceed 5 minutes).
In case the speech of any shareholder violates the above provision or exceeds the scope of the
discussion item, the chairman may stop the speech.
12. More than one representative may attend the shareholders' meetings if the shareholder is a
government agency or corporate entity. If the corporate shareholder is attending as proxy, only one
representative shall be appointed to attend the Meeting.
Where a corporate shareholder has appointed two or more representatives to attend the
shareholders' meeting, only one representative may speak per agenda item.
13. After the speech of a shareholder, the chairman may respond on one's own or appoint an
appropriate person to respond.
14. The chairman may announce the end of the discussion of any resolution and go into voting if the
chairman deems it appropriate.
15. The ballot examiner and ballot counter during polls shall be designated by the chairman. The ballot
- 47 -
examiner must be a shareholder of the Company.
The outcome of the vote must be documented and announced onsite.
16. During the Meeting, the chairman may set time for intermission. In the event of force majeure, the
chairman may decide to temporarily suspend the Meeting and shall announce, depending on the
situation, when the Meeting will resume.
If the Meeting is unable to conclude all scheduled agenda items (including extempore motions)
before the venue is due to be returned, shareholders may resolve to continue the meeting at an
alternative venue.
Shareholders may also resolve to postpone or resume the meeting within the next five days in
accordance with Article 182 of the Company Act.
17. Unless otherwise regulated by the Company Act or the Articles of Incorporation, an agenda item is
passed when supported by shareholders who represent more than half of the total voting rights.
An agenda is considered passed if the chairman receives no objections from shareholders. This
voting method is as effective as the conventional ballot method.
18. If there is amendment to or substitution for a discussion item, the chairman shall decide the
sequence of voting for the discussion item, the amendment, or the substitute. If any resolution is
passed, all other proposals shall be deemed rejected, and no further voting is necessary.
19. Where the Meeting involves re-election of directors or supervisors, the election must proceed in
accordance with relevant regulations of the Company. Results of the election shall be announced at
the Meeting, including the names of elected directors and supervisors.
Ballot examiners shall seal and sign the ballot papers indicated under election information in the
preceding paragraph and keep them properly for at least one year. However, if a shareholder makes
a litigious claim against the Company according to Article 189 of the Company Act, the
abovementioned documents must be retained until the end of the litigation.
20. The Chairman may instruct security staff to help maintain order in the meeting. The chairman may
direct the disciplinary officers or the security guard to assist in keeping order in the Meeting place.
While maintaining order in the meeting, all marshals or security staff must wear arm bands which
identify their roles.
21. These Rules and Procedures shall be effective from the date they are approved by the Shareholders
Meeting. The same applies in cases of revision.
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Appendix 3
Impact on the Company's business performance and EPS from the
proposed stock dividend distribution
Year
Item 2015 (Estimation)
Initial paid-in capital NT$6,791,103,000
Cash dividend per share 0.2
No. of stocks per share when capitalizing earnings (Note 1) 1.0 Ex-dividend
of this year
Share distribution per share when capitalizing capital reserve -
Net operating income
Percentage of increase (loss) of operating profit compared with
last year
Net profit after taxes
Percentage of increase (loss) of net profit after taxes compared
with last year
EPS
Earnings per share Percentage of increase (loss) of dividend per
share
Change of
operation
performance
Annual average ROI (reciprocal of annual average P/E ratio)
Pro forma EPS Turning all capitalized
earnings to distributing cash
dividend Pro forma annual average ROI
Pro forma EPS If not capitalizing capital
reserve Pro forma annual average ROI
Pro forma EPS
Pro forma
EPS and P/E
ratio If not capitalizing capital
reserve but turning all
capitalized earnings to
distributing cash dividend Pro forma annual average ROI
(Note 2)
Note 1: The estimated share distribution for 2015 is filled out in accordance with the earning distribution passed
by the Board on April 28, 2015.
- 49 -
Note 2: Financial forecast for 2015 is not disclosed; according to the regulation of Tai-Cai-Zheng (1) Letter No.
00371, dated February 1, 2000, disclosure of 2015 forecast information is not required.
- 50 -
Appendix 4
Current shareholding of directors and supervisors
The minimum shareholding requirement of the Company's directors and
supervisors and their actual shareholding positions as of the book closure date for this
shareholders meeting (2015.05.02):
1. The number of the Company's outstanding shares stands at 662,010,295. As specified
in Article 2 of the Rules and Review Procedures for Director and Supervisor Share
Ownership Ratios at Public Companies, the total registered shares owned by all
directors shall be 26,480,411 shares (4%) and the total registered shares owned by all
supervisors shall be 2,648,041 shares (0.4%).
2. Number of shares held by individuals and all directors and supervisors:
Title Name Registered shares as of the book closure date
Shareholding percentage
Chairman Hongsheng Investment Co., Ltd. Representative: Chiu, Fu-Sheng
5,633,942 0.85%
Vice Chairman
Lian, Tai-Sheng 23,255,307 3.51%
Director Hongsheng Investment Co., Ltd. Representative: Kow Fu-Ling
5,633,942 0.85%
Director Hongsheng Investment Co., Ltd. Representative: Cheng, Chi-Li
5,633,942 0.85%
Director Shihtuo Investment Co., Ltd. 4,792,197 0.72%
Director Cheng, Ming-Chieh 0 0
Supervisors Nienshin Investment Co., Ltd. Representative: Yeh, Hui-Ling
4,774,116 0.72%
Supervisors Lin, Hung-Min 0 0
Supervisors Da He Multimedia Co., Ltd. 4,454,260 0.67%
Total directors' shareholdings 33,681,446 5.09%
Total supervisors' shareholdings 9,228,376 1.39%
- 51 -
Appendix 5
Employee bonuses and remuneration to directors and supervisors
Below are the proposed remunerations to directors and employee cash bonus
adopted by the Board on April 28, 2015. The remunerations shall be conducted in
accordance with relevant regulations once approved at the shareholder's meeting on June
30, 2015.
NT$7,995,000 in cash bonus will be distributed to employees, and the same amount
will be distributed to directors and supervisors as remuneration. The difference of
NT$606,000, in comparison with the estimated budget of NT$7,692,000 will be
recorded under the 2015 gain/loss adjustment.