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Corporate Governance

Corporate Governance

Significant Board Resolutions

1st Meeting, 1st Term:
  1. Election of the Chairman
  2. Appointment of Remuneration Committee members
  3. Appointment of Audit Committee members
 
2nd Meeting, 1st Term:
  1. Establishment of subsidiary Power Fiber Optics Inc. for a reverse triangular merger with Lightel US and appointment of agent
  2. Engagement of Walkers (Cayman Islands) for initial listing, OTC listing, emerging stock market application, public offering, and merger-related matters
  3. Change of registered office agent in the Cayman Islands
  4. Establishment of Lightel KY’s Taiwan branch as an IPO base
  5. Approval of borrowing from Lightel US
 
3rd Meeting, 1st Term:
  1. Amendment to the "Remuneration Committee Charter"
  2. Establishment of the "Director, Functional Committee, and Manager Remuneration Management Measures"
  3. Amendment to the "Board Performance Evaluation Measures"
  4. Establishment of the "Manager Performance Evaluation Measures"
  5. Establishment of the "Employee Bonus Management Measures"
  6. Issuance of the "2023 First Restricted Stock Awards"
  7. Amendment to the "Fund Lending Procedures"
  8. Amendment to the "Asset Acquisition or Disposal Procedures"
  9. Amendment to the "Budget Management Measures"
  10. Amendment to the "Board Meeting Rules of Procedure"
  11. Amendment to subsidiary internal control systems
  12. Appointment and dismissal of subsidiary audit officers
  13. 2024 audit plans for the company and subsidiaries
  14. Donation to social welfare charities, authorized by the Chairman
  15. Nomination and election of additional board directors
  16. Removal of directors’ non-compete restrictions
  17. Changes of capital
  18. Amendment to the Articles of Incorporation
  19. Classification of overdue "receivables," "prepayments," and "deposits" (unrecovered within 3 months as of November 30, 2023) as non-fund lending
  20. Appointment of 2023 financial statement CPA
  21. Appointment of legal counsel for Mainland China
  22. Authorization of the Chairman to open bank accounts
  23. Capital expenditure for factory expansion at Lightel Technology (Shenzhen) Co., Ltd.
  24. 2024 business plan and budget
  25. Convening of the 2024 extraordinary shareholders’ meeting
 
4th Meeting, 1st Term:
  1. Handling of director nominations by shareholders holding over 1%
  2. Application to Taipei Exchange for initial OTC listing and public offering
  3. Proposal for cash capital increase prior to OTC listing, with original shareholders waving their preemptive rights
  4. Application for paperless stock issuance
  5. Setting of date, time, venue, and agenda for the 1st 2024 extraordinary shareholders’ meeting
 
5th Meeting, 1st Term:
  1. Remuneration for KY CEO and CFO
  2. Remuneration for other managers
  3. Plan for self-preparation of financial statements
  4. Amendment to the "2023 1st Employee Stock Option Issuance Rules"
  5. 6th Meeting, 1st Term:
  6. Authorization of the Chairman to handle shareholder registry changes
  7. Authorization of the Chairman to file Mainland China investment declarations
  8. Amendment to the "Board Meeting Rules of Procedure"
  9. Amendment to the "Audit Committee Charter"
  10. Removal of managers’ non-compete restrictions
  11. 2022 consolidated financial statements
 
7th Meeting, 1st Term:
  1. Preparation of the 2023 "Internal Control System Statement"
  2. 2023 business report, financial statements, and consolidated statements
  3. 2023 director and employee remuneration distribution
  4. 2023 profit distribution
  5. Assessment of CPA independence and suitability
  6. Q2 2024 rolling budget
  7. Designation of stock affairs agency
  8. Authorization of the Chairman to sign OTC listing and public offering documents
  9. Correction of shareholder registry
  10. Amendment to the "Board Meeting Rules of Procedure"
  11. Amendment to the "Audit Committee Charter"
  12. Authorization for the chairman of Meilaide Technology (Shenzhen) Co., Ltd. and its holding company, Tobillion Co., Limited, to handle the company's liquidation and dissolution matters
  13. 2024 manager promotions, remuneration, and salary adjustments for the company and subsidiaries
  14. Setting of date, time, venue, and agenda for the 2024 annual shareholders’ meeting
 
8th Meeting, 1st Term:
  1. Amendment to certain Articles of Incorporation provisions
  2. Amendment to the "Fund Lending Procedures"
  3. Establishment of internal control systems
  4. 2023 board performance evaluation
  5. Manager salary adjustments
  6. Appointment of Lightel Optics Co., Ltd. (Cayman) Taiwan branch as the dedicated agency
  7. Advisory contract with China trust Securities Co., Ltd.
  8. Correction to the 2024 annual shareholders’ meeting details
  9. Update to the internal control audit contract
 
9th Meeting, 1st Term:
  1. Amendments to 2022 and 2023 consolidated financial reports
  2. Distribution of 2023 profit-based director remuneration
  3. Distribution of 2023 profit-based manager remuneration
  4. Nomination and appointment of subsidiary directors and supervisors
  5. Approval of the effectiveness of the internal control system and the "Internal Control System Statement" for April 1, 2023, to March 31, 2024
  6. Authorization of lead underwriter for over-allotment during underwriting
  7. Amendment to capital expenditure budget for Lightel Technology (Shenzhen) Co., Ltd.
  8. Q3 2024 rolling budget
  9. Q3 and Q4 2024 financial forecasts
  10. Amendment to the "Internal Control System"
  11. Proposal to purchase D&O liability insurance from Chubb
  12. Issuance of new shares upon exercise of employee stock options and related registration changes
  13. Proposal to change stock affairs agency
  14. Amendment to subsidiaries’ "Internal Control System"
  15. 2024 annual and Q1 2023 consolidated financial statements
  16. Confirmation of no disguised financing classified as fund lending
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