China Synthetic Rubber Corporation

Transcription

1 China Synthetic Rubber Corporation (ISIN: TW ) 2015 Annual General Meeting Meeting Date: June 24, 2015 Spokesman: Sinclair Huang contact:

2 Table of Contents I. Letter to shareholders 3 II. Major Financial Highlights for the Year III. Meeting Agenda. 7 IV. Proposals for Acceptance and Approval. 8 (A) To accept 2014 business report and financial statements (B) The proposal for distribution of 2014 profits V. Proposed Resolutions for Discussion.. 9 (A) Proposal for a new share issue through capitalization of earnings (B) To amend the Operational Procedures for Loaning of Company Funds (C) The 16th Election of Directors (D) Proposal of Release the Prohibition on Directors from Participation in Competitive Business 2

3 Dear Shareholders, I. Letter to Shareholders As the shareholder of China Synthetic Rubber Corporation (CSRC), you are cordially invited to attend the Annual General Meeting (AGM) which will be held on June 24, The ROC Company Act requires at least 50% quorum for holding the AGM. Hence, your attendance or proxy submission is vital to the AGM. We appreciate timely attendance and take this as a strong motivation for us to optimize shareholders value. Financial Results There were still plenty of uncertainties in year Volatility of crude oil price impacted global commodity and capital markets. Monetary policy of Euro Zone also influenced regional economic development. In such volatility, the management team continued to focus on accountability, teamwork and execution, and made great accomplishments in the year Total consolidated net sales revenue increased to NT$22.0 billion in 2014 compared to NT$ 21.5 billion in year Moreover, total comprehensive income for the year 2014 amounted to NT$ 2,526 million, which was approximately 285% increase compared with NT$ 657 million in Profit attributable to stockholders' controlling interests was NT$ 2,565 million (EPS 4.76 NTD/share) in year 2014 versus NT$ 810 million (EPS 1.50 NTD/share) in year Hence, to take care of the best interests of the shareholders, the BOD proposed dividend distribution of NT$ 2.4 per share as cash dividend and NT$ 0.9 per share as stock dividend, to the AGM for approval. Corporate Developments Major developments of business operation in the year 2014 summarized as below: A. Sales: global carbon black shipment volume was 460,071 tons. (6% YoY growth) B. Keep developing specialized carbon black and use energy-saving and consumption-reduction facility to improve our competitiveness. The Company will keep going toward to environmental and higher value-added products. Outlook/Strategy in year 2015 Look forward in year 2014, A. Carbon Black 3

4 Streamline China production operation to standardize specific niched products of each plant. Consolidate group technology. Source for more competitive feedstock. Further expand export market and non-tire products. More focus on and develop Tier I customers. B. Biotech and Pharmacy Pharmaceutical plant was completed and verified by PIC/S GMP. Aim for the domestic marketing leader in ophthalmic products. Cooperate with ITRI to develop new drugs/new formulations for NDA. Enhance export and toll manufacturing business for increasing new plant capacity utilization. C. Energy (Li-ion-battery) Develop product with key characteristics (low temp. discharge, long cycle life) to enhance competence and business opportunity. Pack development focus on power tool, medical, ESS and LEV. Cooperate with system customer to develop new cell and increase production capacity and revenue. Year 2015 will be full of opportunities and competitiveness. Expected growth from Autos and tires need in North America will push up carbon black demand with benefit from lower oil cost. China and India market will be still competitive due from new capacity ramp-up. To increase profitability, CSRC endeavors in higher utilization rate, continuous cost down and expand steam selling. Besides that, the company keeps utilizing new technology to lower production cost to maintain market share. Your supports in the resolution of the agenda are solicited. The proposed resolutions are translated into English and attached hereto. We sincerely invite your attendance or grant the proxy to your custodian bank or us to present at the meeting and to exercise your right, if you couldn t attend the shareholders meeting. Thanks again for all your supports. 4

5 II. Major Financial Highlights for the Year 2014 A. FY 2014 Financial Highlights B. Solid Financial Structure 5

6 C. Consolidated Operating Income D. Leading Position in Carbon Black Sector (# 5 in global market share) Thousand tons 6

7 III. Meeting Agenda Date : June 24,2015 Time:9:00 a.m. Place:Cement Hall at Taiwan Cement Building 3F (No.113 Chung-Shan North Road Sec.2, Taipei) 1. Chairman Remark 2. Report Items (A) To report business and financial reports for the year 2014 (B) Audit Committee s review report 3. Proposals for Acceptance and Approval (A) To accept 2014 business report and financial statements (B) To approve the proposal for distribution of 2014 profits 4. Proposed Resolutions for Discussion (A) Proposal for a new share issue through capitalization of earnings (B) To amend the Operational Procedures for Loaning of Company Funds (C) The 16th Election of Directors (D) Proposal of Release the Prohibition on Directors from Participation in Competitive Business 5. Special Motion 6. Meeting Adjourned 7

8 IV. Proposals for Acceptance and Approval A. To accept 2014 business report and financial statements 1. China Synthetic Rubber Corporation s 2014 Financial Statements, including Balance Sheet, Income Statement, Statement of Changes in Shareholders' Equity, and Cash Flow Statement, were audited by independent auditors, Deloitte & Touche. 2. Please accept the above-mentioned Business Report and Financial Statements. B. To approve the proposal for distribution of 2014 profits 1. The proposed profit distribution was adopted at the meeting of Board of Directors on March 27, Cash dividends to common shareholders amounts to NT$1,318,137,857 (NT$2.40 per share) and stock dividend to common shareholders amounts to NT$494,301,690 (NT$0.9 per share). 3. Employee profit sharing amounts to NT$183,094 in cash. 4. Board of Directors profit sharing amounts to NT$18,309,319 in cash. 8

9 V. Proposed Resolutions A. Proposal for a new share issue through capitalization of earnings. 1. For the further development of company business, the management plans to withdraw NTD$494,301,690 from distributable earnings to issue dividends stocks. 2. The shareholder rights and obligations of the new shares are the same as those of existing shares. 3. After the approval of the Annual Meeting of Shareholders and the competent authority, the new shares will be distributed on a record date determined by the Board. Resolution: B. To amend the Operational Procedures for Loaning of Company Funds 1. Following the rule from Financial Supervisory Commission of the Executive Yuan. Audit Committee will replace the role of Supervisors. To amend the Operational Procedures for Loaning of Company Funds Resolution: C. The 16th Election of Directors. 1. The three-year term of 7 directors the 15th Board will be end on June/26/2015. Accordingly, the company proposed to duly elect new Board members at this year's Annual General Meeting. 2. The Board election proposal has been approved by the 15th meeting of the Board of the company. 3. The shareholders meeting shall elect7 directors. (3 independent directors included). Their three-year term will start from June/24/2015 and conclude on June/23/ Personal information of the 7 nominees is as follows: (please see Appendix in page10 to page 11) Resolution: D. Proposal of Release the Prohibition on Directors from Participation in Competitive Business 1. According to Company Law, Directors should state to annual general meeting regarding similar and competitive business with the company and approved by AGM. 2. Propose to release the Prohibition on Directors from Participation in Competitive Business for the issues mentioned. Resolution: 9

10 Appendix: Personal information of the 7nominees of Directors. Item Title Shareholder No. 1 Director Director Director Director Independent Director Candidate Name Education Present Position Fu Pin Investment Co., Ltd. Representative:Koo Cheng-Yun Taiwan Cement Corporation Representative:Chang An- Ping Taiwan Cement Corporation Representative:Hsieh Chi-Chia Chinatrust Investment Co., Ltd. Representative:Kao Wei-Lun Yao Sheng Chen MBA, The Wharton School of University of Pennsylvania 1999 Fellow of Eisenhower Exchange Fellowships Master's Degree in Business Administration from New York University, U.S.A. Ph.D, E.E., from University of Santa Clara, California and BS, E.E., from National Taiwan University Chairman, China Synthetic Rubber Corp. CEO/Chairman, Taiwan Cement Corp. Chairman, Taiwan Prosperity Chemical Corp. Chairman, E-One Moli Energy Corp. Chairman, Synpac-Kingdom Pharmaceutical Co., Ltd. Director, CTCI Corp. Director, China Steel Chemical Corp. Director of China Synthetic Rubber Corp. Vice Chairman, Chia Hsin Cement Corp. Director, Taiwan Cement Corp. Director, Taiwan Prosperity Chemical Corp. Director, Chia Hsin R.M.C. Corp. Director,Chia Hsin International Co. Independent Director,Synnex Technology International Corp. Chairman,Microelectronics Technology Inc. Chairman, KOPIN Taiwan Corp. Director, Taiwan Cement Corp. Director, E-One Moli Energy Corp. Director, Bright Led Electronics Corp. Director, Advanced Wireless Semiconductor Commpany Director, KoBrite Taiwan Corp. Director, AcBel Polytech Inc. Independent Director, Innolux Corporation. Director, Taiwan Cement Corp. Department of Accounting and Director, E-One Moli Energy Corp. Statistics,National Taipei Junior College Director, Synpac-Kingdom Pharmaceutical Co., Ltd. of Business. Supervisor,Sole Energy Tech Corp. Supervisor,Onyx Ta-Ho Environmental Services Co., Ltd. Graduated From ST. John s University,Shanghai Majoring in Chemistry Independent Director, China Synthetic Rubber Corp. Independent Director, E-One Moli Energy Corp. Director,China General Plastics Corp. Director,China General Terminal & Distribution Corp. Director,Taiwan VCM Corp. Director, ST. John s University Director, Ming Chuan University 10

11 Item Title Shareholder No. Candidate Name Education Present Position 6 7 Independent Director Independent Director Ken Chih Roger Shieh Princeton University, MA, Ph.D. University of Texas at Austin, M.S. National Taiwan University, B.S. Taiwan Ban Chiao Senior High School Independent Director, China Synthetic Rubber Corp. Independent Director, E-One Moli Energy Corp. Independent Director, Ta-Ho Maritime Corp. Independent Director, TCC International Holdings Limited Independent Director, China Synthetic Rubber Corp. Independent Director, E-One Moli Energy Corp. Independent TCC International Holdings Limited 11