Article 1. |
The company is organized and incorporated in accordance with Company Law under the full name of “Te Chang Construction Co., Ltd.” |
Article 2. |
The scope of business of the Company is as follows: 1. E101011 Synthetic Construction. 2. H703090 Real Estate Commerce. 3. H703100 Real Estate Rental and Leasing. 四、 H701040 特定專業區開發業。 五、 H701020 工業廠房開發租售業。 六、 H701050 投資興建公共建設業。 七、 H701060 新市鎮、新社區開發業。 八、 H701070 區段徵收及市地重劃代辦業。 九、 H701080 都市更新業。 十、 F111090 建材批發業。 十一、F211010 建材零售業。 十二、F113100 污染防治設備批發業。 十三、 F213100 污染防治設備零售業。 十四、 H701010 住宅及大樓開發租售業。 十五、 J101010 建築物清潔服務業。 十六、 H702010 建築經理業。 十七、 HZ02010 金融機構金錢債權收買業務。 十八、 HZ02020 辦理金融機構金錢債權之評價或拍賣業務。 十九、 I102010 投資顧問業。 二十、 I103060 管理顧問業。 二十一、I503010 景觀、室內設計業。 二十二、F113030 精密儀器批發業。 二十三、F213040 精密儀器零售業。 二十四、ZZ99999 The company is allowed to engage in operating any business, except for those items restricted by laws and regulations, which shall be permitted by the government before operation. |
Article 3. |
In case of necessity in business, the company may act as a guarantor. |
Article 3-1. |
The total amount of transfer investment will be allowed to exceed 40% of the paid-in capital, and the board of directors authorized to execute. |
Article 4. |
The head office is located in Taichung County, Taiwan. A branch office could be set up in local or foreign country in case a resolution of the directors’ meeting is made in favor. |
Article 5. |
Delete. |
Article 6. |
The total authorized capital of the company is 1.6 billion New Taiwan Dollars, divided into 160 million shares. Each share is ten New Taiwan Dollars, The board of directors was authorized to issue share certificates in batches. |
Article 7. |
Company shares shall be issued only after they are signed or sealed by at least three directors. The issued share certificates shall not be printed, or should be printed together with the total of the said shares issued; but the above-issued shares should be registered or kept by the Centralized Securities Depository Enterprises for custody. |
Article 8. |
The shareholders should fill out the specimen seal impression card and submit it to the company for custody. To receive dividends or bonuses, contact the company in writing. Exercise of other rights should be against the specimen seal impression card. Setting up, abolishing or updating the specimen seal impression card should be done in accord with the regulations of the competent authority. |
Article 9. |
The transfer of registered share certificates shall be effected through endorsement by the holder thereof. The transfer of registered share certificates shall be valid against the company only after the transferee’s personal or business name is indicated on the share certificates, and also only after the transferee’s personal or business name and domicile or residence are entered in the shareholders’ register of the company. |
Article 10. |
And share’s transfer, loss or defacement should be transacted in accordance with the Company Law and “Criteria Governing Handling of Stock Affairs by Public Companies” issued by the competent authority. |
Article 11. |
Making an application for re-issue or renewal due to share’s loss or another cause may be charged for service charge and revenue stamp. |
Article 12. |
The shares shall not be permitted to be transferred within sixty days prior to the shareholders’ regular meeting or within thirty days prior to an extraordinary meeting or within five days prior to the date fixed for allocating dividend, bonus or other profits. |
Article 13. |
The shareholders’ meeting is to include Regular shareholders’ meeting and Special shareholders’ meeting. The regular meeting convenes once a year, and shall be convened within 6 months after the end of the fiscal year. The special meeting convenes by law if there is any special need. |
Article 14. |
Any shareholder who is unable to be present at the shareholders’ meeting should be allowed to appoint a representative with a power of attorney in accordance with Article 177 of the Company Law. |
Article 15. |
The president of the company will be the chairman in the shareholders’ meeting; in case the president is absent from the said meeting, one director will be appointed by the president to act as the chairman in the said meeting. If there is no any designation, the chairman of the meeting shall be elected from among the directors. Whereas for a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting, if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among them. |
Article 16. |
Except as otherwise provided by the relevant laws and regulations, each shareholder shall have one vote for each share held. |
Article 17. |
Except when the company’s special rule applies, the resolution made in the shareholders’ meeting shall come into effect on condition that it is approved by one half of the participants of all shareholders attending the meeting who are half shareholders of the issued-shares. |
Article 18. |
股東會之議決事項,應作成議事錄,由主席簽名或蓋章,並於會後二十日內,將議事錄分發各股東。 前項議事錄之製作及分發,得以電子方式為之。 第一項議事錄之分發,得以公告方式為之。 |
Article 19. |
本公司設董事七~九人、監察人三~五人,由股東會就有行為能力之人選任之,任期均為三年,連選均得連任。 本公司上述董事名額中,得設置獨立董事,人數不得少於二人,且不得少於董事席次五分之一。 董事及監察人之選舉,依照公司法第一百九十二條之一所規定之候選人提名制度程序為之,股東應就董事、監察人候選人名單中選任之。 有關獨立董事之專業資格、持股、兼職限制、獨立性之認定、提名方式與選任方式及其他應遵行事項,依主管機關相關法令規定辦理。 |
Article 20. |
In case that the number of the directors is less than 1/3 of the required number or all the supervisors are discharged, the board of directors shall convene a special shareholders’ meeting for a by-election within 60 days after dismissal, the tenure of which complements the original term of the office. |
Article 21. |
When the directors or supervisors’ terms have expired, and if the time is too late or too rushed for a re-election, they could prolong their tenure till the new supervisors or directors are re-elected. But the competent authority is entitled to order the company to re-elect. The director(s) and supervisor(s) shall be automatically dismissed in the case that their terms of the office are expired. |
Article 22. |
The directors form the board of directors. The president, elected by more than 2/3 of all the directors and agreed by 1/2 of the directors present, manages all of the affairs of the company in accordance with the laws, articles of association and the resolutions of board of shareholders and board of directors. |
Article 22-1. |
In calling a meeting of the board of directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director and supervisor no later than 7 days prior to the scheduled meeting date. However, in the case of emergency, the meeting may be convened at any time. The notification of the said convention should be made in writing and sent by fax or e-mail. |
Article 23. |
The operating policy and other important affairs of the company shall be carried out in accordance with the resolution of the board of directors. The meeting of the board of directors is convened by the chairman. Besides, the initial meeting of each term of the board of directors shall be convened in accordance with the Article 203 of the Company Law. In case the chairman is unable to carry out his duty, he may assign one of the directors to act on his behalf; if not, the directors may nominate one among themselves. |
Article 24. |
The directors’ meeting shall be held by more than two third of all the directors, and the resolutions of the board of directors shall be passed by more than half of the votes of the directors present. In case the director is absent, he shall render a letter of attorney stating the goal of the meeting and the scope of authorization, and authorize other directors to attend the meeting on his behalf. The proxy shall accept the appointment of one director only. |
Article 25. |
The supervisor is individually to exercise his supervising rights, and may join the meeting of the board of directors but has no voting right. |
Article 25-1. |
本公司全體董事及監察人之車馬費薪資及其他報酬,依其對本公司營運參與程度及貢獻之價值並參酌同業通常之水準,授權董事會議定之。 |
Article 26 |
The company should have managers to handle the business according to the resolution made by the board of directors. The employment and dismissal of such positions are decided by a half of directors. |
Article 27. |
Delete. |
Article 28. |
Other employees should be appointed and discharged by the general manager after being approved by the board director. |
Article 29. |
At the end of every fiscal year, the board of directors shall prepare the following statements and records of accounts and submit them to the supervisor for examination within 30 days prior to the shareholders’ regular meeting. (1). Operating reports, (2). Financial Statement, (3).Proposal for distribution of surplus or making up the loss. |
Article 30. |
本公司年度如有獲利,應提撥不低於百分之一為員工酬勞及不高於百分之三點五為董監事酬勞。 但公司尚有累積虧損時,應預先保留彌補數額。前項員工酬勞發給股票或現金之對象,得包括符合一定條件之從屬公司員工。 |
Article 30-1. |
本公司每年決算後所得純益,應先提繳稅款,彌補以往虧損,次提百分之十為法定盈餘公積, 但法定盈餘公積已達本公司實收資本額時不在此限;另視公司營運需要及依法令規定,提撥或迴轉特別盈餘公積, 如尚有盈餘併同期初未分配盈餘由董事會擬具盈餘分配案,提請股東會決議分派之。 本公司屬營造產業,考量公司營運所處環境及發展階段,因應未來資金需求及長期財務規劃,並滿足股東對現金流入之需求, 由上述可分配盈餘依公司經營之資金需求狀況分派現金股利及股票股利,其現金股利部分不低於當年度股東紅利總和之百分之十。 |
Article 31. |
The company’s organizational regulations & rules and its bylaws of arrangement should be made by the board of directors. |
Article 32. |
The points not mentioned in this Articles of Association shall be managed in accordance with the Company Law and other regulations. |
Article 33. |
The Articles of Association were concluded on April 22, 1986, with the following Amendments: 1st—Nov. 25, 1990 2nd—Feb. 10, 1992 3rd—Dec. 6, 1993 4th—July 15, 1996 5th—May 5, 1997 6th—Jan. 25, 1998 7th—April 20, 1998 8th—May 21, 1999 9th—June 9, 2000 10th—June 7, 2002 11th—June 10, 2005 12th—June 15, 2007 13th—June 25, 2010 14th—June 6, 2012 15th—June 14, 2013 16th—June 18, 2014 17th—June 18, 2015 18th—June 15, 2016 19th—June 15, 2018 |