Dimerco Express (Taiwan) Corporation
2009 Annual General Shareholders’ Meeting Minutes
Time: June 26th, 2009, Friday 9:00 a.m.
Venue: No. 646, Lin Sen North Road, Taipei City (2F Riviera Hotel)
Attendance: Total shares represented by shareholders present in person or by proxy: 78,750,722 shares, 68.74% of the total outstanding shares 114,568,000 shares
Chairman: Mr. Paul Chien
Recorder: Ms. Esther Lee
A. Declaration of meeting: The aggregate shareholding of the shareholders
present in person or by proxy constituted a quorum and the Chairman called
the meeting to order.
B. Chairman’s Address (Omitted)
C. Issues for Acceptance:
First proposal: Proposed by Board of Directors
Topic：Business report and financial statements for year 2008 were submitted
for discussion and approval.
Explanatory notes：I. Financial statements and consolidated financial statements for year 2008 (including balance sheets, income statements, statements of changes in shareholders’ equity, cash flow statements) financial accounts were audited by independent auditors, Mr. Andrew Yu and Ms. Stella Huang, of KPMG, whereby an independent auditors’ report was issued, and together with business report were submitted to supervisor for inspection, for your kind acceptance.
Resolution: No rejection from entire representing shareholders as
the chairman consulted, the proposal was hereby approved as proposed.
Second proposal: Proposed by Board of Directors
Topic：Profit distribution of year 2008 was submitted at the meeting for discussion and approval.
Explanatory Notes: I. Profit distribution of year 2008 was intended be derived from year 2008 profit after deducting provision for legal reserve to allocate shareholder dividends.
II. Shareholder dividends to be allocated from year 2008 profit amounted to NTD138,585,461
III. Shareholder dividends allocated with stock dividends amounted to NTD 70,000,000, each common share holder would be entitled to receive a stock dividend of
NTD 0.61099 per share. In addition, allocated cash dividends amounted to NTD 68,585,461, each common share holder would be entitled to receive a cash dividend of NTD 0.59864 per share.
IV. As shareholder dividends allocation proposal was approved in the annual general shareholders’ meeting year 2009, shareholders to delegate the authority to the Board of directors for determining an ex-dividend date and to proceed with the distribution.
V. Should there be any transfer, transformation or termination on stocks repurchased such that it would affect the number of outstanding issued stocks; the number of stocks for allotment, allotment ratio for each shareholder should be adjusted accordingly, to delegate to the Board of directors for making such necessary adjustments and be fully authorized for other related matters.
VI. Statement of profit distribution of year 2008 is as followed:
Dimerco Express (Taiwan) CorporationStatement of profit distribution of Year 2008 Unit: NTD
Item / Amount / Remark
Beginning Balance of unappropriated earnings / 1,766,070
Add:
2008 Net Profit after tax / 221,241,157
Deduct:
10% legal reserve / 22,124,116 24,371,699
Special Reserve
Retained earnings available for distribution / 4,686,956
Available amount to be distributed / 196,196,155
Items for distribution:
Shareholder dividends - Stocks / 70,000,000
Shareholder dividends - Cash / 68,585,461
Ending Balance: / 57,610,694
Remark:
Employee Bonus / 15,929,363
Directors Remuneration / 4,778,809
Notes: Shareholder stock dividends were entitled for a payout of 61.099 shares per each thousand shares; cash dividends were entitled for a payout of NTD 598.64 per each thousand shares, shareholders to approve on delegating the Board of Directors to determine the base date for distribution of stock and cash dividends.
Resolution: No rejection from entire representing shareholders as
the chairman consulted, the proposal was hereby approved as proposed.
D. Issues for discussion
First Proposal: Proposed by Board of Directors
Topic: Retained earnings of year 2008 for capital increase by issuing new stocks for discussion and approval.
Explanatory notes:
I. Source of fund:
Transfer of retained earnings for capital increase by issuing new stocks:
In consideration for future business development needs, it was intended to issue new share for 7,000,000 shares with par value at NTD 10 per share.
II. Conditions for issuance:
(1) For the portion of shareholders dividends for capital increase, existing shareholders were entitled to receiving 61.099 shares per each thousand shares based on the number of shares holding indicated on the shareholders name list as at the ex-right date.
(2) Odd lots which was allocated with less than a complete share would be discounted based on par value and paid in cash (compute up to dollar amount); in accordance to Corporate Act article no. 240. For shares not constitute to one complete share, the President had been authorized to appoint relevant personnel to purchase at face value.
(3) Newly issued stock this time would be entitled with equal rights and obligations as originally issued common stocks.
III. Base date for stock dividend allotment: Shareholders to delegate the authority to the Board of directors to determine after approval be obtained from the competent authority.
IV. Matters relating to the capital increase scheme or subsequent repurchase of the company for shares of the company affecting the number of outstanding shares, and thus resulting in a change on the allotment ratio of shares for each shareholder, shareholders to fully delegate to the Board of directors for authorization.
Resolution: No rejection from entire representing shareholders as the chairman consulted, the proposal was hereby approved as proposed.
E. Extraordinary Motions: None.
F. Closure of the Meeting: June 26, 2009 (Friday) at 9:45 a.m.
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