投資人專區
Corporate Policies-Articles of Incorporation
Leofoo Development Co., Ltd.
Articles of Incorporation
Chapter I
General Provisions
Article 1
The Company is incorporated in accordance with the Company Act of the Republic of China as a company limited by shares and is named Leofoo Development Co., Ltd.
Article 2
The scope of business of the Company is as follows:
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Crop cultivation
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Agricultural product processing
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Livestock and poultry breeding
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Feed manufacturing
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Feed wholesale
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Wholesale of textiles, apparel, footwear, headwear, umbrellas, and accessories
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Wholesale of furniture, bedding, kitchenware, and fixtures
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Other wholesale businesses
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Feed retail
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Retail of textiles, apparel, footwear, headwear, umbrellas, and accessories
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Retail of furniture, bedding, kitchenware, and fixtures
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Other retail businesses
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Department store operations
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Supermarket operations
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International trade
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Restaurant operations
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Parking lot operations
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Residential and building development, leasing, and sales
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Investment in public infrastructure construction
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New town and community development
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Urban renewal and redevelopment
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Urban renewal, renovation, and maintenance
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Construction management services
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Real estate trading
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Real estate leasing
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Management consulting services
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Product design services
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Landscape and interior design services
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Industrial incubation services
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Motion picture screening
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Arts and cultural services
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Electronic amusement arcade operations
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Amusement park operations
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Leisure and recreation venue operations
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Other leisure services
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Golf course operations
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Sports and recreational venue operations
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Tourist hotel operations
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General hotel operations
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Tourist amusement operations
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Leasing services
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Agency services
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Tailoring services
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Beauty and hairdressing services
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Cleaning product manufacturing
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Class B pharmaceutical retail
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Medical equipment wholesale
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Medical equipment retail
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Any business not prohibited or restricted by law, except those requiring special approval
Article 2-1
The Company may provide external guarantees and make reinvestments as required for business operations. The total amount of reinvestment may exceed 40% of the Company’s paid-in capital.
Article 3
The Company’s head office is located in Hsinchu County, Taiwan. Branch offices may be established domestically or overseas upon resolution of the Board of Directors.
Chapter II
Shares
Article 4
The total authorized capital of the Company is NTD 3.8 billion, divided into 380 million shares with a par value of NTD 10 per share. Unissued shares are authorized to be issued in installments by resolution of the Board of Directors.
Article 5
The Company may issue shares without printing physical certificates, provided that the shares are registered with a centralized securities depository.
Article 6
Unless otherwise stipulated by applicable laws and securities regulations, share-related affairs shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” issued by the competent authority.
Article 7
Deleted.
Article 8
No changes may be made to the shareholders’ register within 60 days prior to an annual shareholders’ meeting, 30 days prior to an extraordinary shareholders’ meeting, or 5 days prior to the record date determined by the Company for the distribution of dividends or other benefits. The aforementioned periods shall be calculated from the meeting date or record date.
Chapter III
Shareholders’ Meetings
Article 9
Shareholders’ meetings shall be classified as annual or extraordinary meetings. Unless otherwise provided by the Company Act, meetings shall be convened by the Board of Directors. Annual meetings shall be held at least once a year within six months after the close of each fiscal year, unless otherwise approved by the competent authority for justified reasons. Extraordinary meetings may be convened as necessary.
Article 9-1
Shareholders’ meetings may be conducted via video conference or other methods announced by the Ministry of Economic Affairs.
Article 10
A shareholder unable to attend a shareholders’ meeting may appoint a proxy in accordance with Article 177 of the Company Act, using the proxy form issued by the Company. Proxy matters shall be handled in accordance with the applicable regulations for public companies.
Article 11
When a shareholders’ meeting is convened by the Board, the Chairperson of the Board shall preside. If the Chairperson is unable to attend, the Vice Chairperson shall act as proxy. If both are unavailable, a director designated by the Chairperson or elected by the directors shall preside.
If convened by other authorized persons, the convener shall preside.
Article 12
Each share carries one voting right, except for shares without voting rights as stipulated by law.
Article 13
Unless otherwise provided by the Company Act, resolutions of shareholders’ meetings shall be adopted by a majority vote of shareholders representing more than half of the total issued shares present.
Article 14
Minutes of shareholders’ meetings shall be prepared in accordance with Article 183 of the Company Act.
Chapter IV
Directors and Management
Article 15
The Company shall have five to seven directors, including independent directors, elected under the candidate nomination system pursuant to Article 192-1 of the Company Act, with a term of three years and eligibility for re-election.
The number of independent directors shall not be fewer than three and not less than one-fifth of the total board seats.
Article 15-1
The Company may establish an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee shall consist entirely of independent directors, with at least one member possessing accounting or financial expertise.
Article 16
If vacancies of directors reach one-third of the total number, the Board shall convene an extraordinary shareholders’ meeting within 60 days to elect replacements.
Article 17
The Board shall elect from among its members one Chairperson and one Vice Chairperson by a two-thirds attendance and a majority vote of attending directors.
Article 17-1
The Board shall meet at least once every quarter. Notices shall be given seven days in advance unless an emergency arises.
Article 18
Directors shall attend Board meetings in person. Attendance via video conference shall be deemed as personal attendance.
Article 19
Board resolutions require the attendance of more than half of the directors and approval by a majority of attending directors.
Article 20
The Audit Committee shall exercise the powers of supervisors as stipulated by law.
Article 21
The Company may appoint managers whose appointment, dismissal, and compensation shall be handled in accordance with the Company Act.
Article 22
Directors’ remuneration shall be determined by the Board based on participation and contribution, with reference to industry standards.
The Company may purchase liability insurance for directors, independent directors, and key officers.
Chapter V
Accounting
Article 23
At the end of each fiscal year, the Board shall prepare and submit the following documents to the annual shareholders’ meeting for approval:
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Business Report
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Financial Statements
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Proposal for Profit Distribution or Loss Offset
Article 24
If the Company has profits for the year, no less than 1% shall be allocated as employee compensation and no more than 3% as directors’ remuneration. An additional minimum of 1% shall be allocated for frontline employees.
Article 24-1
After tax payment and loss offset, 10% of remaining profits shall be allocated as statutory surplus unless the surplus has reached the paid-in capital. Remaining profits shall be distributed upon resolution of the shareholders’ meeting.
Dividend policy details are set forth based on cash flow sufficiency, with no less than 50% of distributable earnings allocated for dividends, of which cash dividends shall not be less than 10%.
Chapter VI
Supplementary Provisions
Article 25
Any matters not covered herein shall be governed by the Company Act and relevant laws.
Article 26
The Company’s organizational rules and internal regulations shall be separately determined by the Board.
Article 27
These Articles of Incorporation were established on January 10, 1968, and amended on multiple occasions, with the latest amendment on June 3, 2025 (ROC Year 114).
Leofoo Development Co., Ltd.
Chairman: Feng-Ju Chuang
