NANTEX INDUSTRY CO., LTD. Stock Code: 2108
2022 Annual Shareholders' Meeting
Handbook
Convening method: entity shareholders meeting
Time:
10:00 a.m., May 26, 2022
Location: No. 261, Nanmen Rd., Tainan City
The Labor Recreation Center, Tainan City
Table of Contents | |
III. | Ratifications ............................................................................................................................... 4 |
IV. | Discussions ................................................................................................................................ 5 |
V. | Elections .................................................................................................................................... 6 |
VI. | Others ...................................................................................................................................... 10 |
VII. | Attachments |
1. | Business Report ................................................................................... 錯誤! 尚未定義書籤。 |
2. | Audit Committee's Review Report ......................................................................................... 16 |
3. | CPA's Audit Report and 2021 Financial Statements .............................................................. 17 |
4. | 2021 Table of Earnings Distribution ............................................... 錯誤! 尚未定義書籤。38 |
5. | Table of Comparison Between Provisions of the "Procedures for Loaning of Funds to |
Others" Before and After Amendment ............................................................................................ 39
6. Table of Comparison Between Provisions of the "Procedures for Acquisition or Disposal of
Assets" Before and After Amendment ............................................................................................ 41
VIII. Appendices
1. Rules of Procedure for Shareholders' Meeting ....................................................................... 47
2. Articles of Incorporation ......................................................................................................... 54
3. Procedures for Election of Directors ....................................................................................... 60
4. Minimum Shareholding Requirements for Total Directors and Number and Percentage of
Shares Held by Each Individual Director ........................................................................................ 62
Meeting Procedure
Nantex Industry Co., Ltd.
2022 Annual Shareholders' Meeting Procedure
I. Call to order (announcing the number of shares represented by the attending shareholders)
II. Chairperson's statement
III. Reports
(1) 2021 business report.
(2) Report on review of the 2021 final accounts by the Audit Committee.
(3) Report on distribution of remuneration for employees and directors in 2021.
(4)Report on the total amount of endorsement and guarantee from Nantex and subsidiaries to companies related to the business thereof.
(5) Report on funds loaned from Nantex and subsidiaries to companies related to the business thereof.
(6) Report on distribution of cash dividends from the earnings for 2021.
(7) Other reports.
IV. Ratifications
(1) Ratification of the 2021 business report and financial statements.
(2) Ratification of distribution of the earnings for 2021.
V. Discussions
(1) Discussion of amendment to the "Procedures for Loaning of Funds to Others."
(2)Discussion of amendment to the "Procedures for Acquisition or Disposal of
Assets."
VI. Elections
(1) Election of directors.
VII. Others
(1) Lifting of non-compete restrictions on newly elected directors.
VIII. Extempore Motions
IX. Adjournment
Reports
Reports
(1) Item:
2021 business report. (Please see pp. 10-13 of this Handbook)
(2) Item:
Report on review of the 2021 final accounts by the Audit Committee. (Please see p. 14 of this Handbook)
Description: The 2021 parent-only and consolidated financial statements have been audited and certified by a certified public accountant (CPA) and have, together with the business report and table of earnings distribution, been reviewed by the Audit Committee.
(3) Item:Report on distribution of remuneration for employees and directors in 2021.
Description: 1. On March 8, 2022, the Board of Directors adopted a resolution for distribution, in cash, of NT$182,460,665 as remuneration for employees and of NT$273,690,997 as remuneration for directors in 2021 pursuant to the Articles of Incorporation.
2. There is a difference of NT$313,912 between the above-said amounts in the resolution and the amounts of NT$182,335,100 and NT$273,502,650 recognized in the 2021 financial statements as remuneration for employees and directors respectively. Such a difference is primarily an estimated one recognized for the pre-tax net profit and will be adjusted as a profit/loss for 2022.
(4) Item:Report on the total amount of endorsement and guarantee from Nantex and subsidiaries to companies related to the business thereof.
Description: As of December 31, 2021, no endorsement or guarantee had been provided by Nantex, except in the case of the subsidiary Intermedium International Ltd. (B.V.I.), which had offered to provide an amount of NT$88,511,000 (US$3,197,650) as endorsement and guarantee to Bao Minh Textile and Garment Joint Stock Company (Vietnam),where the subsidiary has made reinvestment, based on the capital contribution thereto from the subsidiary. The actual amount provided was NT$64,702,000 (US$2,337,500).
(5) Item:
Report on funds loaned from Nantex and subsidiaries to companies related to the business thereof.
Description: As of December 31, 2021, the amount of funds loaned to companies related to the business of Nantex and subsidiaries had been zero.
(6) Item:Report on distribution of cash dividends from the earnings for 2021.
Description: 1. Pursuant to the Articles of Incorporation, the Board of
Directors will be authorized to approve distribution of cash dividends by a special resolution.
2. The cash dividends distributable for 2021, as approved by a resolution of the Board of Directors, will be NT$7.0 per share with a total amount of NT$3,446,916,613. Any fractional amount less than NT$1 for the cash dividends will be recognized as other income of Nantex.
3. On March 8, 2022, the Board of Directors adopted a resolution to set April 1, 2022 as the record date and April 25, 2022 as the distribution date for distribution of cash dividends.
(7) Item:Reports on other matters, hereby submitted for review.
Description: Pursuant to Article 172-1 of the Company Act, any
shareholder holding at least 1% of the total outstanding shares of Nantex may submit a proposal for an annual shareholders' meeting. Submission of proposals for the current meeting was open from March 18 to 28, 2022, and
Nantex had not received any proposal from any shareholder.
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Nantex Industry Co. Ltd. published this content on 29 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2022 02:41:02 UTC.
