Articles of Incorporation of AGV Products Corporation
Amendment approved at the annual shareholders’ meeting on June 27, 2019
Chapter 1 General Rules
Article 1 The Company was organized in accordance with the regulations governing companies limited by shares in the Company Act and was named AGV Products Corporation.
Article 2 The business items of the Company are as follows:
- Manufacturing, processing, and sales of canned foods, such as vegetables, fruit, meat, aquatic products, kelp, shellfish, beans, mushrooms, bamboo shoots, pickles, vegetable foods, thick soup, and congee.
- Manufacturing, processing, and sales of fruit and vegetable juice, soft drinks, mineral water, packaged drinking water, sport drinks, coffee, tea, herbal tea, soy (rice) milk, and energy drinks.
- Manufacturing, processing, and sales of frozen vegetables and fruit, meat, aquatic products, frozen noodle jelly, frozen dough, frozen mixed foods, and frozen prepared foods.
- Manufacturing, processing, and sales of instant noodles, instant rice noodles, noodle or rice-made products and noodle jelly, as well as purveying, processing, and sales of instant foods.
- Manufacturing, processing, and sales of fermented foods, soy sauce, miso, vinegar, condiment sauce (satay sauce, chili sauce, salad dressing, mayonnaise, barbecue sauce, fried pork paste, and peanut butter) and seasoning.
- Manufacturing, processing, and sales of dairy products (fresh milk, long-life milk, dried milk, cheese, condensed milk and butter oil), flavored milk, fermented milk and iced desserts.
- Manufacturing, processing, and sales of cooking oil, dehydrated or smoked foods, jam, pudding, jelly, fruit pectin foods, candies, cakes and pastries, and bread.
- Manufacturing, processing, and sales of tea products, bean products, cereal products, and animal feed.
- Manufacturing, processing, and sales of green and blue algae, chicken essence, garlic (essence), edible pollen, ganoderma lucidum, royal jelly, oligosaccharide, enzymes, and foods.
- Export and import of the above-mentioned products and their materials.
- Sales, export, and import of beers, light wines, spirits, and alcohol.
- Operation of farms, fish farms, pastures, amusement parks, department stores, super markets, tourist hotels, and restaurants.
- Rental and sales of public housing and commercial buildings built by construction contractors
- Diagnosis, analysis, consultation, and advisement of business management (excluding CPA and security investment consultant businesses).
- Design of computer and peripheral software.
- Installation of vending machines.
- C802041 Manufacture of Drugs and Medicines.
- C802051Manufacture of Chinese Medicines.
- CC01050 Data Storage Media Units Manufacturing.
- CC01060 Wired Communication Mechanical Equipment Manufacturing.
- CC01070 Wireless Communication Mechanical Equipment Manufacturing.
- CC01080 Electronics Components Manufacturing.
- CH01010 Sporting Goods Manufacturing.
- CK01010 Footwear Manufacturing.
- E605010 Computer Equipment Installation.
- E701010 Telecommunications Engineering.
- E701020 Satellite Television KU Channels and Channel C Equipment Installation.
- F102160 Wholesale of Assist Food Products.
- F104030 Wholesale of Shoes.
- F108011 Wholesale of Traditional Chinese Medicine.
- F108021 Wholesale of Western Pharmaceutical.
- F109030 Wholesale of Sporting goods.
- F204030 Retail sale of Shoes.
- F208011 Retail Sale of Traditional Chinese Medicine.
- F208021 Retail Sale of Western Pharmaceutical.
- F209020 Retail Sale of Sporting goods.
- I104010 Nutrition Advisors.
- I301020 Data Processing Services.
- I301030 Electronic Information Supply Services.
- F399010 Convenience Stores.
- F301020 Supermarkets.
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1 The Company may offer guarantees to foreign companies for business needs.
Article 3 The Company is located in Chiayi County of Taiwan. If necessary, a branch or factory may, at the resolution of the Broad of Directors, be established domestically or overseas. The same shall apply to the withdrawal or transfer.
Article 3-1 The Company shall not be a shareholder of unlimited liability in another company or a partner of a partnership enterprise. When the Company becomes a limited liability shareholder in other companies, the total amount of its investments in such other companies shall not be limited by the restriction of the total investment amount in Article 13 of the Company Act. However, the investment in long-term equity shall be determined by the responsible unit within the authorization scope and according to the Company’s handling procedures of acquisition or disposition of assets.
Article 4 The Company’s announcements shall be made in accordance with Article 28 of the Company Act.
Chapter 2 Shares
Article 5 The total capital of the Company shall be in the amount of NTD 8.8 billion, divided into 880 million shares, at NTD 10 per share. The Broad of Directors shall be authorized to issue the unissued shares separately. Preferred shares worth up to the total amount mentioned above may be issued.
Article 5-1 The Company issues preferred shares B, and the rights, obligations, and other important matters are described as follows:
- When there are surplus earnings after closing of the accounts in a fiscal year, in addition to making up the accumulated losses from past years and paying all taxes, an amount equivalent to 10% of such surplus earnings shall be set aside as a legal reserve and a special reserve shall be appropriated according to the laws. The remaining balance shall be added to the accumulated undistributed earnings in the previous year to first distribute the current dividends and undistributed dividends of preferred shares B accumulated in previous years.
- The Company’s dividend for preferred shares B shall be determined at an annual percentage rate ranging from 2%~7%.
- Preferred share dividends shall be calculated at the actual issue price. After the final accounting reports and statements are approved at an annual shareholders’ meeting, the Broad of Directors shall determine an ex-dividend date for preferred shares, following which the preferred share dividends in the previous year shall be distributed in cash, and the dividends in the issuance year shall be calculated based on the actual number of days after issuance of the preferred shares in the year. The capital increase record date shall be the date of issuance of the preferred shares.
- If there are no earnings after closing of the accounts in a fiscal year or the earnings are insufficient for distribution of preferred share B dividends, the undistributed dividends or deficiency dividends shall be accumulated at a dividend rate compounded annually and shall, as a priority, be made up in a subsequent year with earnings.
- Preferred shares B shall be due after three years from the date of issuance and shall be non-convertible before the expiration. The Company shall compulsorily convert one preferred share B into one ordinary share within three months after the expiration. After the preferred shares B are converted into ordinary shares according to this subparagraph, the accumulated undistributed dividends shall be made up first in a subsequent year with earnings
- If preferred shares B are converted into ordinary shares before an ex-rights (ex-dividend) date, the shares shall participate in conversion of the earnings and capital reserves for distribution in the previous year with respect to the ordinary shares, which is resolved at the shareholders’ meeting in the current year, and the preferred share dividends for distribution in the previous year resolved at the shareholders’ meeting in the current year shall not be converted. When preferred shares B are converted into ordinary shares after an ex-rights (ex-dividend) date, the shares shall participate in the distribution of the preferred share dividends in the previous year resolved at the shareholders’ meeting in the current year, and shall not participate in the conversion of the earnings and capital reserves for distribution in the previous year with respect to the ordinary shares, which is resolved at the shareholders’ meeting in the current year. The preferred share dividends and ordinary share dividends in the same year shall not be re-distributed.
- Except for preferred share dividends, preferred shares B shall not participate in the distribution of earnings and capital reserves with respect to ordinary shares.
- The distribution of the Company’s residual property for preferred shares B shall have priority over the same for ordinary shares and shall be limited to the amount of issuing the preferred shares.
- The shareholders of preferred shares B have no voting rights or the right to elect directors in ordinary shareholders’ meetings, but may be elected as directors.
- When the Company issues new shares for cash, the shareholders of preferred shares B and the ordinary shareholders shall have the same preemptive rights.
Article 6 The shares of the Company shall be in registered form, shall be signed or sealed by the Director representing the Company, and may be issued after certification according to the laws. The shares may be issued without printing share certificates and shall be registered with a centralized securities depository enterprise.
Article 7 Shareholders shall provide their names or titles and residences to the Company, fill out a seal and signature card, and submit it to the Company for future reference. In case of loss of the seal, a new seal may be substituted after the loss is reported to the Company in writing.
Article 8 For transfer of shares, the assignor and assignee shall complete a form of “application for transfer of shares” and submit it together with the shares to the Company for transfer of ownership. After the information is recorded in the shareholders’ roster of the Company in accordance with the laws, the transfer may be set up against the Company.
Article 9 In case of loss or damage of shares, the situation shall be handled in accordance with the Company Act and general regulations.
Article 10 When processing a shareholder’s application to issue shares for replacement due to splits where such shares do not exceed 1,000 shares, the Company may charge a handling fee, except where the shares are obtained through inheritance. Other shareholder services shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” announced by the competent authority.
Article 11 The transfer of share ownership shall be suspended for sixty days prior to an annual shareholders’ meeting, for thirty days before convening an extraordinary shareholders’ meeting, or for five days prior to the target date fixed by the Company for distribution of dividends, bonuses, or other benefits.
Chapter 3 Shareholders’ Meeting
Article 12 The shareholder’s meetings are classified into annual meetings and extraordinary meetings. An annual meeting is held every year and shall be convened within six months after the end of each fiscal year, and the Broad of Directors shall give notice to shareholders thirty days prior to the meeting. An extraordinary meeting may be held pursuant to the laws, if needed. Shareholders holding less than 1,000 registered shares may be informed with the announcement on the Market Observation Post System.
Article 13 Where a shareholder is unable to be present at a shareholders’ meeting for whatever reasons, the shareholder may appoint a proxy by issuing the Company’s proxy form with their signature or seal, which specifies the scope of authorization. In addition to Article 177 of the Company Act, shareholders’ attendance by proxies shall be subject to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” announced by the competent authority.
Article 14 The Chairman shall chair shareholders’ meetings. In case the Chairman is on leave or cannot exercise his/her power and authority for whatever reasons, the Vice Chairman shall act on his or her behalf. In case the Vice Chairman is also on leave or unable to exercise his or her power and authority for whatever reasons, the Chairman shall designate one of the Directors, or where the Chairman does not designate a Director, the Directors shall elect from among themselves an acting Chairman.
Article 15 Unless otherwise specified in the laws, each shareholder of the Company shall have one voting right for each share held.
Article 16 Unless otherwise specified in the Company Act, resolutions in a shareholders’ meeting shall be adopted by a majority vote in the meeting which is attended by shareholders representing a majority of the total issued shares.
The Company’s shareholders may exercise their voting rights in electronic form, and shareholders exercising their voting rights in electronic form shall be deemed to attend the meeting in person. All relevant matters shall be handled in accordance with the regulations.
Article 17 Matters related to the resolutions of a shareholders’ meeting shall be recorded in meeting minutes. The meeting minutes shall be signed or sealed by the Chairman of the meeting and shall be distributed to each shareholder within twenty days after the meeting.
The distribution of the meeting minutes may be effected by means of a public notice.
The meeting minutes shall record the date and place of the meeting, the name of the Chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results. The minutes shall be kept persistently throughout the life of the Company. The attendance list bearing the signatures of shareholders present at the meeting and the power of attorney of the proxies shall be maintained for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the attendance list and the power of attorney shall be kept until the legal proceedings of the foregoing lawsuit are concluded.
Chapter 4 Directors and Audit Committee
Article 18 The Company shall appoint seven to nine Directors, and the number of Independent Directors among the said Directors shall not be less than three and shall not be less than one-fifth of the total number of the Directors. The candidate nomination system shall be adopted for the election of all Directors, and the method of nomination shall be subject to Article 192-1 of the Company Act. The term of office of the Directors is three years and may be renewed by reelection in subsequent elections. The total number of registered shares holding by all Directors shall be subject to the regulations specified by the competent authority.
Article 19 In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of the out-going directors shall be extended until the time new directors have been elected and assumed their office.
Article 20 To organize the Board of Directors, a Chairman and a Vice Chairman shall be elected by a majority vote at a meeting attended by more than two-thirds of the Directors. Both shall implement all the matters of the Company pursuant to laws, regulations, Articles of Incorporation, and the resolutions of the shareholders’ and Board of Directors’ meetings
Article 21 When the number of vacancies left by the discharged Directors equals one third of the number specified in the Articles of Incorporation, the Board of Directors shall call a shareholders’ meeting to elect succeeding Directors to fill the vacancies. The term of office of the succeeding Directors shall be limited to fulfilling the original term of office of the predecessor.
Article 22 The Board of Directors’ meetings of the Company shall be convened at least once every quarter. The Board of Directors shall indicate the reasons for the convention and inform each Director 7 days beforehand. An extraordinary shareholders’ meeting may be convened in emergency circumstances whenever necessary. The notice about convention of Board of Directors’ meetings to Directors may be effected by letter, fax or e-mail. The Chairman shall convene and preside over the Company’s Board of Directors’ meeting. In case the Chairman is on leave or cannot exercise his/her power and authority for whatever reasons, the Vice Chairman shall act on his or her behalf. In case the Vice Chairman is also on leave or unable to exercise his or her power and authority for whatever reasons, the Chairman shall designate one of the Directors, or where the Chairman does not designated a Director, the Directors shall elect from among themselves an acting Chairman.
Article 23 Unless otherwise specified in the Company Act, the resolutions of the Board of Directors’ meeting shall be passed by a majority vote at a meeting attended by more than half of the Directors. Any Directors, who are unable to be present at the meeting for whatever reasons, may appoint other directors to attend meetings on their behalf by issuing a proxy form detailing the extent of authorities delegated to the proxy attendant based on the reasons for the meeting. Each director may only accept the delegation from one director. Where a Board of directors’ meeting is held in the form of a video conference, Directors attending the meeting through video conference shall be deemed to attend the meeting in person.
Article 24 Discussions at the Board of Directors’ meeting shall be recorded in the meeting minutes. They shall be signed or stamped by the Chairman of the meeting and distributed to each Director within 20 says after close of the meeting. The meeting minutes shall record a summary of the essential points of the proceedings and the result of the discussion.
The attendance list bearing the signatures of the Directors present at the meeting and the power of attorney of the proxies shall be maintained together with the meeting minutes in the Company.
Article 25 The Company established an Audit Committee pursuant to Article 14-4 of the Securities and Exchange Act. The Audit Committee is comprised of all the Directors.
The Audit Committee is responsible for exercising the power of the Supervisors pursuant to the Company Act, Securities and Exchange Act and other laws and regulations, and shall observe relevant laws and the rules of the Company.
Article 26 The monthly transportation allowance for the Directors shall be paid with reference to the level of the peers in the practice without regard to profit and loss. The remuneration to the Chairman and Directors for their execution of duties for the Company shall be paid without regard to profit and loss. The Board of Directors is authorized to determine the remuneration based on their individual level of participation in and the value of contribution to the operation of the Company with reference to the level of peers in practice.
Article 26-1 The Company nay obtain liability insurance for the Directors to secure them against potential responsibility that may be brought about during execution of their duties.
Chapter 5 Managers and Staff Members
Article 27 The Company may appoint managers. Appoint, discharge and remuneration of the managers are subject to Article 29 of the Company Act.
Article 28 The Company may hire consultants and important staff members after resolution at the Board of Directors’ meeting.
Chapter 6 Final Accounts
Article 29 The Board of Directors is responsible for preparing the following statements and reports at the end of each financial year and submit them to the shareholders’ meeting for approval.
- Business report
- Financial statements
- Proposal for distribution of surplus earnings or covering losses
Article 30 The Company shall set aside the annual profit, if any, at the following rates as the remuneration to the Directors and Employees: (1) Remuneration to Directors: No more than 1% (included). (2) Remuneration for employees: No less than 1% (included) and distributed in the form of stock or cash; distribution of the remuneration to employees and Directors shall be approved by a majority vote at a meeting attended by more than two thirds of the Directors, and shall be reported to the shareholders’ meeting. Where the Company has any cumulative loss, the profit shall be reserved to offset the loss before being allocated as the remuneration to the employees and Directors at the rates referred to in the preceding paragraph.
Article 30-1 When there is surplus earnings after closing of the accounts in a fiscal year, in addition to withholding payable taxes and make up the losses from past years, an amount equivalent to 10% of such surplus earnings shall be set aside as a legal reserve and the reductions of shareholders’ equity occurring in the current year shall be provided or a special reserve shall be reversed. After the dividends to be allocated in the current distribution year of preferred shares and the accumulated undistributed dividends in previous years are distributed, the Board of Directors shall prepare a surplus distribution proposal and submit it to the shareholders’ meeting, and shall distribute the balance, excluding the part reserved and not to be distributed, after the distribution is approved at the shareholders’ meeting.
The food industry is in a changing environment and the Company is at the stage of stable growth. To meet the demand for operating funds as the business grows and develop long-term financial planning for sustainable development, dividends are distributed, in principle, based on the appropriation rate of more than 50% (included) from the distributable surplus. The Company distribute dividends in the form of stock and cash, and the former is preferred in consideration of the growth rate and capital expenditure of Company. The remaining dividends are distributed by cash at a rate not less than 10% (included) than the total distributable dividends in the current year. Dividends in cash will not be distributed if the amount of the dividends distributable per share is less than NTD 0.1 and dividends in stock will be distributed as a replacement.
Article 30-2 The treasury stocks that the Company purchases legally may be transferred the employees of affiliated companies that satisfy certain criteria. These criteria and the purchase methods are determined by the Board of Directors.
When issuing new stocks, the employees of affiliated companies that satisfy certain criteria may purchase these stocks. These criteria and the purchase methods are determined by the Board of Directors.
Chapter 7 Supplemental Provisions
Article 31 The organizational charter of the Company and execution rules of the Company are established by the Board of Directors separately.
Article 32 Any matters not specified in these Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.
Article 33 The Articles of Incorporation was established on June 14, 1971. The 1st amendment was made on August 17, 1972. The 2nd amendment was made on September 5, 1974. The 3rd amendment was made on September 5, 1975. The 4th amendment was made on July 29, 1980. The 5th amendment was made on August 15, 1982. The 6th amendment was made on September 6, 1983. The 7th amendment was made on October 20, 1983. The 8th amendment was made on April 15, 1974. The 9th amendment was made on April 10, 1985. The 10th amendment was made on December 30, 1985. The 11th amendment was made on April 29, 1986. The 12th amendment was made on August 1, 1986. The 13th amendment was made on May 24, 1988. The 14th amendment was made on May 27, 1989. The 15th amendment was made on May 21, 1990. The 16th amendment was made on May 21, 1991. The 17th amendment was made on June 16, 1992. The 18th amendment was made on June 5, 1993. The 19th amendment was made on May 26, 1994. The 20th amendment was made on May 25, 1995. The 21th amendment was made on May 22, 1997. The 22th amendment was made on May 27, 1998. The 23th amendment was made on May 27, 1999. The 24th amendment was made on December 14, 1999. The 25th amendment was made on May 31, 2000. The 26th amendment was made on May 29, 2001. The 27th amendment was made on May 30, 2002. The 28th amendment was amended on May 29, 2003. The 29th amendment was made on June 14, 2006. The 30th amendment was made on June 13, 2007. The 31st amendment was made on June 30, 2008. The 32nd amendment was made on June 19, 2009. The 33rd amendment was made on June 17, 2010. The 34th amendment was made on June 27, 2012. The 35th amendment was made on June 28, 2013. The 36th amendment was made on June 25, 2015. The 37th amendment was made on June 28, 2016. The 38th amendment was made on June 27, 2019.