Minutes of 2016 Annual Shareholder s Ordinary Meeting of Jih Sun Financial Holding Company

Transcription

1 Minutes of 2016 Annual Shareholder s Ordinary Meeting of Jih Sun Financial Holding Company Date: June 8, 2016, 9:00AM Venue: Meeting Hall of New Taipei City Exhibition Hall; 2F, No. 1, Wuquan Rd., Wugu Dist., New Taipei City

2 Minutes of 2016 Annual Shareholder s Ordinary Meeting of Jih Sun Financial Holding Company Date and Time: Jun. 8, 2016 (Wed.) at 9:00 am Place: Conference Room of New Taipei City Exhibition Hall (2F, No.1, Wu Chuan Road, Wugu Dist., New Taipei Industrial Park, New Taipei City) Attendees: The total number of common shares represented by attending shareholders and proxies are 2,612,679,279 shares, accounting for 76.93% of the total issued common shares. In attendance: Directors/ Huang Ching Tang, James C. Tang, Huang Flynn Xuxian, Yang Chih Kuang, Independent directors/ Lin Chih Chung, Yeh Min Kung, Tong Joseph. Law firm/ Lawyer Chen Mei Ling, Accounting Firm/ CPA Chen Chun Kuang, Jih Sun FHC & Bank/ President Wang Chih Fang, Jih Sun Securities/ President Huang Chin Ming, Vice President Lin Che Li, Senior Assistant V.P. Hsu Mu Chun, Assistant V.P. Wang Hui Zhen. Functional committees: Audit Committee/ Lin Chih Chung, Yeh Min Kung, Tong Joseph Remuneration Committee/ Tong Joseph, Lin Chih Chung, Yeh Min Kung. (Honorifics are omitted) Meeting Chairman: Huang Ching Tang Minutes taker: Yang Mei Hui I. Call the meeting to order: Report the number of shareholding represented by attending shareholders has met the regulatory requirement, so the chairman called the meeting to order. II. Opening remarks of the Chairman: (omitted) III. Subjects of Discussion (1): Subject (1) Propose to amend The Articles of Incorporation of the Jih Sun Financial Holding Co., Ltd. Shareholders voting is required. (proposed by the board of directors) Interpretation: 1. This proposal is conducted in accordance with Article 19, Paragraph 1, Subparagraph 1 and Article , Paragraph 1, Subparagraph 4 of the Company s Articles of Incorporation. 2. The following are the key points of the amended articles: (1) Article 17: In accordance with the Interpretation Letter of Jing-Shang-Zi No issued by the Ministry of Economic 1

3 Affairs on 2011/08/09, to add to the Articles of Incorporation that the notice of the convention of the board of directors meeting may be conducted by electronic means, which may be a substitute for individual director's consent. (2) Article 23 and 24: To amend the rules regarding the remuneration for employees and directors to the Company s Articles of Incorporation in accordance with the amendments to Articles 235 and 240 of the Company Act and the addition of Article of the same Act. (3) Article 26: To add the date and number of times of this amendment. 3. Please see the details of the Contrast Table of the Company s Articles of Incorporation Before and After Amendments and such Articles of Incorporation after amendments (draft) in attachment The proposal has been adopted by the 9 th meeting of the 3 rd term Audit Committee and the 10 th meeting of the 6 th term board of directors. 5. Open for resolution. Resolution: According to the result of votes cast by the present shareholders and via e-voting, there were 2,212,139,590 votes in favor, 1,211,082 votes against, 0 vote invalid and 399,325,438 votes abstained/uncast. The votes in favor accounted for 84.67% of the total attending voting shares and exceeded the regulatory requirement. This proposal was adopted as submitted. IV. Matters to be Reported: Subject (1) Report the Company s 2015 business overview report. (proposed by the board of directors) Interpretation: For the details of the business overview report of year 2015, please see attachment 2. Statement of shareholders: Essential points of the speaking made by Chen X-X (shareholder s account no ): Such shareholder had stock-pledged loan with North Taichung Branch of Jih Sun Bank and was dissatisfied with the debt collection procedures and the service attitude of the employee. The matter raised by the shareholder above has been replied and explained by the meeting chairman and the President. (Shareholders were noted and the proposal has been approved for recordation.) Subject (2) Report 2015 final accounting report audited by the Audit committee. (proposed by the Audit Committee) Interpretation: The Company s 2015 financial statements have been reviewed and certified by KPMG s Certified Public Accountants Chen Chun Kuang and Lee Feng Hui with a standard unqualified 2

4 opinion, which have been reviewed and attested by the Audit Committee along with the business performance report and the earnings distribution table for the issuance of the review report. For the Audit Committee s review report, please see attachment 3 for the details. (Shareholders were noted and the proposal has been approved for recordation.) Subject (3) Report the distribution of remuneration of employees and directors for (proposed by the board of directors) Interpretation: 1. This proposal is conducted in accordance with the Letter of Jing-Shang-Zi No dated 2015/06/11, the Letter of Jing-Shang-Zi No dated 2015/10/15, and the Letter of Jing-Shang-Zi No dated 2016/01/04 issued by the Ministry of Economic Affairs. 2. Pursuant to the amended Article 23 of the Articles of Incorporation that has been proposed by the Company to the shareholders meeting for resolution: If the Company posts profit in the fiscal year, it shall set aside no less than 0.001% as remuneration for employees and no higher than 1% as remuneration for directors. However, if the Company still suffers accumulated losses, it shall retain a certain amount to cover the losses in advance. 3. It is proposed to allocate NT$84,000 (0.0042%) as remuneration of employees and NT$5,500,000 (0.2769%) as remuneration of directors. All will be distributed in cash. 4. The proposal has been adopted by the 5 th meeting of the 3 rd term Remuneration Committee and the 11 th meeting of the 6 th term board of directors, and the distribution will be carried out after the amended Articles of Incorporation are adopted by the shareholders meeting. Statement of shareholders: Essential points of the speaking made by Chen X-X (shareholder s account no ): Such shareholder gave opinions to the distribution ratios of remuneration for employees and directors. Essential points of the speaking made by Xie-X-X-X Co., Ltd. (shareholder s account no ): Please explain the rules in the Company s Articles of Incorporation with respect to changing employee bonus into remuneration of employees. Essential points of the speaking made by Xin-X-X-X Co., Ltd. (shareholder s account no ): Please elaborate on the setting and issuance of remuneration of the FHC s employees who concurrently assume the posts at its subsidiaries. Essential points of the speaking made by Chen X-X (shareholder s account no ) for the second time: While the FHC sets aside the remuneration of employees, it shall pay attention to the major subsidiaries (Jih Sun Bank and Jih Sun Securities) likewise. Please treasure its employees and treat them well. Essential points of the speaking made by Yang X (shareholder s account no. 3

5 251917): The meeting chairman shall deal with the people holding placard outside the venue, and give opinions to the unfavorable business performance and the contents of the financial accounts in the annual report. Essential points of the speaking made by Li X-X (shareholder s account no ): Such shareholder asked other shareholders not to speak about issues not relating to the proposal repeatedly, and asked asset quality and overdue loan ratio of Jih Sun Bank. Essential points of the speaking made by Yang X (shareholder s account no ) for the second time: Such shareholder gave opinions on the impairment account in the financial statements, the pay raise to employees and the remuneration of employees and directors. The matters raised by the shareholders above have been replied and explained by the meeting chairman, the President, the Chief Financial Officer, Lawyer Chen Mei Ling, Independent Director Lin Chih Chung and CPA Chen Chun Kuang. (Shareholders were noted and the proposal has been approved for recordation.) Subject (4) Report the amendment of the Codes of Ethical Conduct for Directors and Managers of Jih Sun Financial Holding Co., Ltd. (proposed by the board of directors) Interpretation: 1. This proposal is conducted in accordance with the Letter of Zheng-Gui-Jian-Zi No issued by Taipei Exchange on Feb 4 th, 2015 regarding the announcement of amendments to the Sample Template for Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/TPEx Listed Companies. The Codes of Ethical Conduct are amended for the purpose of reaching consistency with other internal rules. 2. The following are the key points of the amended articles: (1) Article 1, Paragraph 2: To delete the wordings of the explanation for setting the title of the Codes. (2) Article 2: To amend the range of counterparties for prevention of conflicts of interest to relatives within the second degree of kinship. (3) Article 7, Paragraph 1: To delete the disclosure of information including the position title and name of the violator. (4) Article 8: To delete the disclosure of information including the position title and name of personnel exempted and add the disclosure of objections or reservations of independent directors. (5) Article 9: To add the rules for disclosure of the Codes on the Company website. 3. Please see the details of the Contrast Table of the Company s Codes of Ethical Conduct for Directors and Managers Before and After Amendments and the Codes after amendments in attachment The proposal has been adopted by the 7 th meeting of the 3 rd term Audit Committee and the 8 th meeting of the 6 th term board of 4

6 directors. (Shareholders were noted and the proposal has been approved for recordation.) Subject (5) Report the enactment of the Ethical Corporate Management Best Practice Rules for Jih Sun Financial Holding Co., Ltd. and Its Subordinate Companies (proposed by the board of directors) Interpretation: 1. With reference to the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, the Rules are enacted to strengthen the ethical corporate management culture and achieve a sound development of the Company and its subordinate companies. 2. Please see the details of the Ethical Corporate Management Rules for the Company and Its Subordinate Companies in attachment The proposal has been adopted by the 7 th meeting of the 3 rd term Audit Committee and the 8 th meeting of the 6 th term board of directors. Statement of shareholders: Essential points of the speaking made by Chen X-X (shareholder s account no ): Such shareholder was dissatisfied with the service etiquette and reaction of debt collectors of the Bank and gave opinions to the question including the review of employee training. Essential points of the speaking made by Yang X (shareholder s account no ): Such shareholder gave opinions to the questions with respect to account items, including the debt collection expense, the advertising expense and the scrapping, which are disclosed in the annual report. Essential points of the speaking made by Yang X (shareholder s account no ) for the second time: Such shareholder gave opinions and suggested an increase in advertising expense and strengthening the benefits of utilization of advertisement. The matters raised by the shareholders above have been replied and explained by the meeting chairman, the President, and the Chief Financial Officer. (Shareholders were noted and the proposal has been approved for recordation.) V. Matters to be Acknowledged: Subject (1) Acknowledgement of the Company s business performance report and financial statements of year (proposed by the board of directors) Interpretation: 1. The business performance report, financial statements and consolidated financial statements of year 2015 have been approved by the 10 th meeting of the 6 th term board of directors and also been reviewed and attested by the Audit Committee. (The Company s earnings distribution of year 2015 will be listed in subject 2 for acknowledgement). 5

7 2. The aforementioned financial statements of year 2015, including the balance sheet (which contains consolidated balance sheet), the comprehensive income statement (which contains consolidated comprehensive income statement), the statement of changes in equity (which contains consolidated statement of changes in equity) and the statement of cash flow (which contains consolidated statement of cash flow) have been reviewed and certified by KPMG s Certified Public Accountants Chen Chun Kuang and Lee Feng Hui with a standard unqualified opinion. 3. For details of the 2015 business performance report, 2015 financial statements and consolidated financial statements, please see attachment 6 and Open for acknowledgement. Statement of shareholders: Essential points of the speaking made by Xin-X-X-X Co., Ltd. (shareholder s account no ): Such shareholder gave opinions to the question including the Company s profit, the future growth and the remuneration of directors and employees. The matter raised by the shareholder above has been replied and explained by the meeting chairman and the President. Resolution: According to the result of votes cast by the present shareholders and via e-voting, there were 2,210,268,629 votes in favor, 380,833 votes against, 2,112 votes invalid and 402,025,593 votes abstained/uncast. The votes in favor accounted for 84.60% of the total attending voting shares and exceeded the regulatory requirement. This proposal was adopted as submitted. Subject (2) Acknowledgement of the Company s earnings distribution of year (proposed by the board of directors) Interpretation: 1. The Company s earnings distribution of year 2015 has been approved by the 11 th meeting of the 6 th term board of directors and has also been reviewed and attested by the Audit Committee. For the Company earnings distribution of year 2015, please see attachment The paid-in capital of the Company is NT$33,963,028,600, equal to 3,396,302,860 common shares. We propose to distribute NT$ of dividend and bonus per share, NT$ of which will be distributed in cash, amounting to NT$365,144,600 in total; NT$ of which, amounting to NT$1,460,578,110 in total, will be supplemented to increment capital and issue 146,057,811 new shares for placement. 3. After the aforementioned proposal of earnings distribution has been resolved, if the number of outstanding shares on the base date of distribution of cash dividend and the base date of capital increment is affected by factors such as capital increment, buying-back the Company's shares, transfer, conversion, and 6

8 cancellation of shares, or the employees exercising their employee stock warrants and asking for conversion of shares, which leads to the changes in distribution ratio of dividends. According to the total cash dividend amount and total share dividend amount as resolved in such proposal of earnings distribution, adjustments shall be made to payout ratio and placing ratio of shareholders with consideration of the number of outstanding shares on the base date of distribution of cash dividend and the base date of capital increment. 4. After such proposal is adopted by the shareholders ordinary meeting, the board of directors is given the authority to stipulate the base date of ex-right and ex-dividend, adjust the payout ratio and placing ratio and deal with the matters pertaining to distribution of dividends based on the actual situation. 5. The cash dividend will be calculated based on the distribution ratio and rounded to NT$ dollar. For the remainder less than NT$ 1, based on the principal of fairness, NT$1 will be distributed according the decimal number of the original distributed amount in descending order (if two or more decimal numbers are the same, the register numbers shall be adopted to decide the sequence) until the total distribution amount of cash dividend is met. 6. Open for acknowledgement. Statement of shareholders: Essential points of the speaking made by Chen X-X (shareholder s account no ): Such shareholder gave opinions to the earnings distribution and the question of enhancement of employee etiquette. Essential points of the speaking made by Yang X (shareholder s account no ): Such shareholder gave opinions to the questions with respect to account items of profit or loss on valuation of derivatives in the notes of the financial statements, the earnings distribution, and the strengthening of on-the-job training of debt collecting employees. Essential points of the speaking made by Yang X (shareholder s account no ) for the second time: Such shareholder gave opinions to the question of account item of profit or loss on valuation of derivatives in the notes of the financial statements, the influence of changes in exchange rate on exchange profit or loss and the expression of account items in the financial statements. The matters raised by the shareholders above have been replied and explained by the meeting chairman, the President, the Chief Financial Officer and CPA Chen Chun Kuang. Resolution: According to the result of votes cast by the present shareholders and via e-voting, there were 2,212,722,302 votes in favor, 590,907 votes against, 2,112 votes invalid and 399,361,846 votes abstained/uncast. The votes in favor accounted for 84.69% of the total attending voting shares and exceeded the regulatory requirement. This proposal was adopted as submitted. VI. Subjects of Discussion (2): Subject (1) Propose to issue new shares by means of capital increment 7

9 supplemented by earnings of year Shareholders voting is required. (proposed by the board of directors) Interpretation: 1. This proposal is conducted in accordance with the provisions of Article 240 of the Company Act and Articles 19, , and 24 of the Company s Articles of Incorporation. 2. For the purpose of reinforcing the financial structure of the Company, we propose to distribute common share dividends from earnings of year 2015 with each share temporarily set at NT$ In total, the allocation amounts to NT$1,460,578,110 for capital increment by issuing 146,057,811 new common shares, which is NT$10 at par value per share. Such issuance of new shares supplemented by earnings is calculated based on the shareholding ratio of stockholders in accordance with the number of outstanding shares recorded in the Company s shareholders register on the base day of share placement. In principle, shares will be allocated to every thousand shares free of charge. For allocated odd lots less than one share, shareholders are required to conduct the registration of rounded shares within 5 days from the book closure date; in the case of overdue rounding or odd lots that are less than one share after rounding, cash will be allocated according to the face value (rounded to NT$ dollar). As for the remaining shares, the Chairman is authorized to designate specific persons to purchase them at par value. 3. After the aforementioned proposal of earnings distribution has been resolved, if the number of outstanding shares on the base date of capital increment is affected by factors such as capital increment, buying-back the Company's shares, transfer, conversion, and cancellation of shares, or the employees exercising their employee stock warrants and asking for conversion of shares, which leads to the changes in distribution ratio of dividends, adjustments of placing ratio of shareholders shall be conducted to the total share dividend amount based on the actual number of outstanding shares on the base date of ex-right. 4. After such proposal is adopted by the shareholders ordinary meeting and reported to the competent authority for approval, the board of directors is given the authority to stipulate the base date of ex-right and adjust the placing ratio based on the actual situation. 5. The rights of the new common share issued by means of capital increment as mentioned above are the same as those of the issued common shares. 6. The proposal has been adopted by the 11 th meeting of the 3 rd term Audit Committee and the 11 th meeting of the 6 th term board of directors. 7. Open for resolution. 8

10 Resolution: According to the result of votes cast by the present shareholders and via e-voting, there were 2,212,414,623 votes in favor, 888,280 votes against, 0 vote invalid and 399,376,376 votes abstained/uncast. The votes in favor accounted for 84.68% of the total attending voting shares and exceeded the regulatory requirement. This proposal was adopted as submitted. Subject (2) Propose to amend the Rules of Procedure for Shareholders Meeting of Jih Sun Financial Holding Co., Ltd. Shareholders voting is required. (proposed by the board of directors) Interpretation: 1. For the purpose of strengthening the operations of shareholders meetings and protecting the rights and interests of shareholders, this proposal is conducted in accordance with the Letter of Zheng-Gui-Jian-Zi No issued by Taipei Exchange on Feb 4 th, 2015 regarding the amendments to the sample template for XX Co., Ltd. Rules of Procedures for Shareholders Meetings. Thus, the Rules are amended to correspond with practical operations. 2. The following are the key points of the amended articles: (1) Article 4: To add that when a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item. The number of shares for which voting rights may not be exercised shall not be calculated as part of the voting rights represented by attending shareholders. (2) Article 6: The Company does not establish the position of managing director, so the wordings concerning managing director are deleted. (3) Article 9: To add the time of audio and video recording and by what means it shall be conducted so as to ensure explicitness. (4) Article 16: To add that after the conclusion of the meeting, on the same day it is held, the results of votes for and against and the number of abstentions, shall be entered into the MOPS. (5) Article 18: To amend the means by which the meeting minutes are recorded under the Article along with the enforcement of electronic voting and the modification of voting methods for each agenda, so as to be specific. (6) Article 19: To add the wordings with respect to operations of meetings in the case of a force majeure event so as to ensure explicitness. 3. Please see the details of the Contrast Table of the Company s Rules of Procedures for Shareholders Meetings Before and After Amendments and the Rules after amendments (draft) in attachment The proposal has been adopted by the 7 th meeting of the 3 rd 9

11 term Audit Committee and the 8 th meeting of the 6 th term board of directors. 5. Open for resolution. Resolution: According to the result of votes cast by the present shareholders and via e-voting, there were 2,211,910,554 votes in favor, 1,445,761 votes against, 0 vote invalid and 399,322,964 votes abstained/uncast. The votes in favor accounted for 84.66% of the total attending voting shares and exceeded the regulatory requirement. This proposal was adopted as submitted. Subject (3) Propose to amend the Rules Governing the Election of Directors of Jih Sun Financial Holding Co., Ltd.. Shareholders voting is required. (proposed by the board of directors) Interpretation: 1. This proposal is conducted in accordance with the Letter of Zheng-Gui-Jian-Zi No issued by Taipei Exchange on Feb 4 th, 2015 regarding the amendment to the sample template for XX Co., Ltd. Procedures for Election of Directors and Supervisors. 2. The following are the key points of the amended articles: (1) Article 3: To add the rules for diversity of board of directors meetings and independence of directors. (2) Article 6: To add the qualifications for directors to be elected by means of candidate nomination system, the restrictions on adding arbitrarily other requirements for documentations, as well as the provision of examination results for the reference of shareholders. (3) Articles 14 and 15: To adjust partial wordings and change ID no. into identification document number. (4) Article 17: To amend the means by which the election results are announced and the contents, and add the rules governing the retention of ballots in Paragraph 2. (5) Article 19: To add the date and number of times of the amendment. 3. Please see the details of the Contrast Table of the Company s Rules Governing the Election of Directors Before and After Amendments and the Rules after amendments (draft) in attachment The proposal has been adopted by the 7 th meeting of the 3 rd term Audit Committee and the 8 th meeting of the 6 th term board of directors. 5. Open for resolution. Resolution: According to the result of votes cast by the present shareholders and via e-voting, there were 2,211,909,165 votes in favor, 1,445,762 votes against, 0 vote invalid and 399,324,352 votes abstained/uncast. The votes in favor accounted for 84.66% of the total attending voting shares and exceeded the regulatory 10

12 requirement. This proposal was adopted as submitted. Subject (4) Propose to release the Company s directors from non-competition restriction. Shareholders voting is required. (proposed by the board of directors) Interpretation: 1. Pursuant to Article 209 of the Company Act, a director engaging in, either for himself/herself/itself or on behalf of another person, activities that are within the scope of a company s business shall explain at the shareholders meeting the essential details of such activities and obtain the shareholders approval for engaging in such activities. 2. It has been made aware to the Company that the 6 th term directors are assuming positions in other companies. Please refer to attachment 11 for their concurrent serving. The proposal is to release such directors from non-competition restriction at the time such concurrent serving takes place in accordance with Article 209 of the Company Act. 3. The proposal has been adopted by the 11 th meeting of the 3 rd term Audit Committee and the 11 th meeting of the 6 th term board of directors. 4. Open for resolution. Resolution: (4-1) To release the Company s director Ippei Matsubara from non-competition restriction. According to the result of votes cast by the present shareholders and via e-voting, there were 1,005,780,057 votes in favor, 2,829,292 votes against, 0 vote invalid and 399,538,820 votes abstained/uncast. The votes in favor accounted for 71.43% of the total attending voting shares after deducting those held by the person recusing himself to avoid conflict of interests and exceeded the regulatory requirement. This proposal was adopted as submitted. (4-2) To release the Company s director Masaaki Sakamoto from non-competition restriction. According to the result of votes cast by the present shareholders and via e-voting, there were 1,004,631,543 votes in favor, 3,984,486 votes against, 0 vote invalid and 399,532,140 votes abstained/uncast. The votes in favor accounted for 71.34% of the total attending voting shares after deducting those held by the person recusing himself to avoid conflict of interests and exceeded the regulatory requirement. This proposal was adopted as submitted. (4-3) To release the Company s director Huang Flynn Xuxian from non-competition restriction. According to the result of votes cast by the present shareholders and via e-voting, there were 1,391,381,762 votes in favor, 3,984,486 votes against, 0 vote invalid and 399,534,594 votes abstained/uncast. The votes in favor accounted for 77.52% of the total attending voting shares after deducting 11

13 those held by the person recusing himself to avoid conflict of interests and exceeded the regulatory requirement. This proposal was adopted as submitted. (4-4) To release the Company s director Tse Chi Wai from non-competition restriction. According to the result of votes cast by the present shareholders and via e-voting, there were 1,392,535,077 votes in favor, 2,830,297 votes against, 0 vote invalid and 399,535,468 votes abstained/uncast. The votes in favor accounted for 77.58% of the total attending voting shares after deducting those held by the person recusing himself to avoid conflict of interests and exceeded the regulatory requirement. This proposal was adopted as submitted. (4-5) To release the Company s independent director Lin Chih Chung from non-competition restriction. According to the result of votes cast by the present shareholders and via e-voting, there were 2,211,050,209 votes in favor, 2,084,682 votes against, 0 vote invalid and 399,544,388 votes abstained/uncast. The votes in favor accounted for 84.63% of the total attending voting shares and exceeded the regulatory requirement. This proposal was adopted as submitted. VII. Provisional Motions: Statement of shareholder: Essential points of the speaking made by Chen X-X (shareholder s account no ): Such shareholder gave opinions to the enhancement of operating effectiveness of the Company and the strengthening of all-around employee training. The matter raised by the shareholder above has been replied and explained by the meeting chairman. VIII. Adjournment: 11:25 am on the same day. All meeting agendas scheduled for today have been discussed and the meeting chairman announced that the meeting was adjourned. Note: The meeting minutes are the summary of the meeting proceedings. Please refer to live audio and video recordings for the details. Chairman: Huang Ching Tang Minutes taker: Yang Mei Hui 12

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