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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/16/19 Asia Pacific Wire & Cable Co… Ltd 6-K 9/13/19 5:2.0M Globenewswire Inc./FA |
Document/Exhibit Description Pages Size 1: 6-K Current Report by a Foreign Issuer HTML 8K 2: EX-99.1 Miscellaneous Exhibit HTML 10K 3: EX-99.2 Miscellaneous Exhibit HTML 10K 4: EX-99.3 Miscellaneous Exhibit HTML 26K 5: EX-99.4 Miscellaneous Exhibit HTML 4K
Exhibit 99.3
ASIA PACIFIC WIRE &
CABLE CORPORATION LIMITED
Victoria Place 5th Floor
31 Victoria Street
Hamilton HM10
Bermuda
PROXY
STATEMENT
FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on August 30,
2019
This Proxy Statement is furnished to the shareholders (“Shareholders”) of Asia Pacific Wire & Cable Corporation Limited, a Bermuda exempted company (the “Company”), in connection with the solicitation of proxies in the form enclosed herewith for use at the Annual General Meeting of Shareholders of the Company (the “Meeting”) to be held at the executive offices of Fox Horan & Camerini, LLP, located at 885 Third Avenue, 17th Floor, New York, NY 10022, USA, on August 30, 2019 at 9:00 a.m. (New York time) / 9:00 p.m. (Taipei time) for the purposes set forth in the Notice of Meeting and described herein.
Holders of record of common shares of the Company (the “Common Shares”) as of the close of business on June 28, 2019 (the “Record Date”), are entitled to receive notice of, and to vote at, the Meeting. The issued Common Shares constitute the only class of securities entitled to vote at the Meeting, and each Common Share entitles the holder thereof to one vote. At the close of business on the Record Date, there were 13,830,769 Common Shares issued, and 13,819,669 Common Shares issued and entitled to vote. There are 11,100 issued Common Shares that are held in treasury by the Company and those treasury shares do not have any associated voting rights for purposes of the voting at the Meeting.
The Common Shares entitled to vote may be voted if the Shareholder is present in person or represented by proxy. At least two Shareholders holding a majority of the Common Shares issued and entitled to vote as of such date must be present in person or represented by proxy for a quorum to exist at the Meeting. If a quorum is not present, the Meeting may be dissolved or adjourned from time to time until a quorum is present.
Common Shares represented by proxies in the form enclosed, if such proxies are properly executed and returned and not revoked, will be voted as specified. For purposes of determining the number of votes cast with respect to (i) the approval of the prior meeting minutes, (ii) the approval of the minimum and maximum number of directors of the Company, (iii) the approval of compensation of the members of the board of directors (the “Board of Directors”) and (iv) ratification of the appointment by the Audit Committee of PricewaterhouseCoopers Taiwan as the Company’s independent auditors and authorization of the Board of Directors acting through the Audit Committee to determine the remuneration of the independent auditors, only those votes cast “for” or “against” shall be included. For the purpose of determining the number of votes cast with respect to the election of members of the Board of Directors, only votes cast “for” shall be included. To be voted, other than in the case of a vote in person at the Meeting, proxies must be timely delivered to the principal solicitation agent of the Company, Broadridge Financial Solutions, Inc., or as directed on the enclosed proxy card. In order to be considered timely delivered, proxies must be received by the Company’s principal solicitation agent not later than 5:00 p.m. (New York time) on August 28, 2019. Any Shareholder wishing to vote in person at the Meeting must establish his or her identity and entitlement to vote the number of Common Shares the Shareholder wishes to vote, to the satisfaction of the Inspectors of Election appointed for the Meeting, prior to any vote of that Shareholder being counted with regard to the proposals to be voted upon at the Meeting.
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This Proxy Statement and the enclosed proxy were mailed to Shareholders on or about August 2, 2019. The Company will bear the entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy card and any additional materials which may be furnished to Shareholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians, acting as nominees, to forward to beneficial owners of Common Shares that are held in the names of such nominees. The solicitation of proxies will be made by the use of the mails and through direct communication with certain Shareholders or their representatives by officers, directors and employees of the Company, who will receive no additional compensation therefor. In addition, the Company will utilize the services of Broadridge Financial Solutions, Inc. (and its agents) and Estera Management (Bermuda) Limited to act as solicitation agents.
Shareholders may inspect and copy (at prescribed rates) the Annual Report for the fiscal year ended December 31, 2018 and the Company’s other filings with the Securities and Exchange Commission (“SEC”) at the SEC’s Public Reference Room located at 100 F Street N.E., Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. The Company’s SEC filings may also be accessed electronically by means of the SEC’s website which is (www.sec.gov) and searching for the Company under the link for Company Filings. The Company’s register of members (“Register of Members”), which shows legal but not beneficial ownership of the Common Shares, is maintained by the Company’s corporate service provider, Estera Services (Bermuda) Limited at the registered office specified above for the Company in Bermuda. The Register of Members shall be available for inspection at the registered office of the Company in Bermuda during certain business hours for the period commencing not less than ten (10) days before the date of the Meeting through the date of the Meeting. Any Shareholder interested in inspecting the Register of Members of the Company should contact Estera Management (Bermuda) Limited, at the address set forth in the heading for this Proxy Statement, to determine the dates and times when the Company’s Register of Members will be available for inspection.
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PROPOSAL NO. 1
APPROVAL OF MINUTES OF PREVIOUS ANNUAL GENERAL MEETING
The last Annual General Meeting of the Company was held on August 31, 2018 (the “Prior Meeting”). The minutes of the Prior Meeting were recorded by the Secretary of the Prior Meeting. The minutes of the Prior Meeting shall be available for inspection by the Shareholders for the period commencing not later than ten (10) days prior to the date of the Meeting at the registered office of the Company located at Victoria Place 5th Floor, 31 Victoria Street, Hamilton, HM10 Bermuda. The Board of Directors recommends to the Shareholders that the minutes of the Prior Meeting be approved.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE MINUTES OF THE PRIOR MEETING.
PROPOSAL NO. 2
APPROVAL OF THE MINIMUM AND MAXIMUM NUMBER OF DIRECTORS
The Board of Directors recommends to the Shareholders that the minimum number of directors be fixed at two (2) directors and that the maximum number of directors be fixed at nine (9) directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE NUMBER OF DIRECTORS AT A MINIMUM OF TWO DIRECTORS AND A MAXIMUM OF NINE DIRECTORS.
PROPOSAL NO. 3
ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS
The directors are elected annually to serve until the next annual general meeting of the shareholders or until their successors are elected, except that, in the case of vacancies, the Board of Directors then in office may fill such vacancies until the next election of Directors at an annual or special general meeting of shareholders. The following table sets forth certain information, as of June 28, 2019 and subsequent thereto in certain instances, concerning the individuals nominated by the Board of Directors for election as Directors of the Company (each a “Nominee,” and collectively the “Nominees”). Assuming approval by the Shareholders of the Directors’ fees set forth in Proposal No. 4 below, each Director shall be entitled to the payment of Directors’ fees as set forth therein. Proxies may be voted for up to nine (9) Directors. Shareholders may not vote their shares more than once for any one Nominee, as cumulative voting is not permitted. Write-in voting for candidates not named in this Proxy Statement is also not permitted. All Directors elected to office shall be elected to a single class of directorship.
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| Name | Date of Birth | Position and Background | ||
|
Andy C.C. Cheng
|
April 29, 1958
|
Mr. Andy C.C. Cheng was a member of the Company’s Board of Directors from 2004 to 2005 and was reelected in 2007. Mr. Cheng was appointed as Chairman of the Board in 2009. From 1987 to 2003, Mr. Cheng served as Vice Chairman at PEWC. Mr. Andy C.C. Cheng is not related to Mr. Fang Hsiung Cheng.
| ||
| Yuan Chun Tang | November 26, 1960 |
Mr. Yuan Chun Tang has been a member of the Company’s Board of Directors since 2004 and Chief Executive Officer since 2005. Mr. Yuan served as the Company’s Chairman from 2005 to 2009. He has also served as Chairman of Pacific Electric Wire and Cable Co., Ltd (“PEWC”) since 2004 and has been the Director of Pacific Construction Corp. Ltd since 2002. Mr. Yuan served as the Director of Taiwan Co-generation Corp from 2005 to 2008. Mr. Yuan has also served as the Chairman of the Taiwan Electric Wire & Cable Industries Association from 2004 to 2010. He currently serves as the Director of the Taipei Importers/Exporters Association as well as the Director of the Taiwan Electrical and Electronic Manufacturers’ Association.
| ||
| Michael C. Lee | September 28, 1951 |
Mr. Michael C. Lee has been a member of the Company’s Board of Directors since 2004 and is also Chief Executive Officer of PEWC and Chairman of Pacific USA Holdings, Ltd. Mr. Michael C. Lee is not related to Dr. Yichin Lee.
| ||
| David Sun | December 22, 1953 |
Mr. David Sun has been a member of the Company’s Board of Directors since 2007. He also serves as President of PEWC and Managing Director of Charoong Thai Wire and Cable Public Company Limited. Mr. David Sun also serves as deputy Chief Executive Officer of the Company.
| ||
| Alex Chen | December 30, 1957 |
Mr. Alex Chen was appointed as Chief Marketing Officer effective July 1, 2015. Mr. Chen was first assigned to PEWC as Engineer, Assistant to General Manager, and later as Manager of the Quality Assurance Department from 1983 to 2008. He also served as Managing Director of Siam Pacific Electric Wire & Cable Co. Ltd. in Thailand from 2008 to 2015. Mr. Chen also serves as Vice President and General Division Manager of the General Sales Division of PEWC, and Director of Taiwan Electric Research & Testing Center.
|
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4
| Name | Date of Birth | Position and Background | ||
| Fang Hsiung Cheng | May 31, 1942 |
Mr. Fang Hsiung Cheng has been a member of the Company’s Board of Directors since 2006. He also serves as Vice President of PEWC. Mr. Fang Hsiung Cheng is not related to Mr. Andy C.C. Cheng.
| ||
| Anson Chan | November 3, 1963 | Mr. Chan has been an independent member of the Board of Directors since 2007 and serves on the Audit Committee as its Chairman. He also serves on the Compensation Committee and the Nominating Committee. Mr. Chan is a Managing Director of the Bonds Group of Companies and was a Senior Advisor to Elliott Associates from 2005 to 2008.
| ||
| Yichin Lee | January 4, 1961 |
Dr. Yichin Lee has been an independent member of the Company’s Board of Directors and has served on the Audit Committee since 2007. He also serves on the Compensation Committee. Dr. Lee is the founding partner of First China Capital Partners, Inc. He holds a doctorate degree in resource planning and management from Stanford University. Dr. Yichin Lee is not related to Mr. Michael C. Lee.
| ||
| Lambert L. Ding | October 12, 1959 | Dr. Lambert L. Ding has been an independent member of the Company’s Board of Directors since 2011 and serves on the Audit Committee, the Compensation Committee and the Nominating Committee. Dr. Ding serves as President and Chief Executive Officer of Union Environmental Engineering Services in Taiwan. | ||
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF EACH OF THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.
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5
PROPOSAL NO. 4
DIRECTORS’ COMPENSATION
In addition to reimbursement for reasonable travel, hotel and incidental expenses in attending meetings of the Board of Directors or committees thereof, the Board of Directors proposes that each Director receives as compensation for his services in the ensuing year a cash payment in the amount of $30,000, if such Director is not an officer or employee of the Company or any of its affiliates, and a cash payment in the amount of $20,000, if such Director also serves as an officer or employee of the Company or any of its affiliates.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE COMPENSATION OF THE BOARD OF DIRECTORS.
PROPOSAL NO. 5
RATIFICATION OF INDEPENDENT AUDITORS AND AUTHORIZATION TO DETERMINE REMUNERATION OF INDEPENDENT AUDITORS
The Board of Directors recommends that PricewaterhouseCoopers Taiwan be ratified as the Company’s independent auditors until the next annual general meeting of the shareholders to audit the financial statements of the Company for the current fiscal year. The appointment of PricewaterhouseCoopers Taiwan has been approved by the independent Audit Committee of the Company. The Board of Directors further recommends that, the Board, acting through its Audit Committee, be authorized to determine the remuneration of the independent auditors for the current fiscal year. Representatives of PricewaterhouseCoopers Taiwan will be available in person or telephonically at the Meeting to respond to appropriate questions from the Shareholders and will be given an opportunity to make a statement should they desire to do so.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS TAIWAN AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE CURRENT FISCAL YEAR AND THE AUTHORIZATION OF THE BOARD OF DIRECTORS ACTING THROUGH ITS AUDIT COMMITTEE TO DETERMINE THE REMUNERATION OF THE INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR.
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OTHER MATTERS
At the Meeting, there will be a report by management on certain unaudited consolidated financial results of the Company for the six-month period ended June 30, 2019.
The Directors are not aware of any other business to be properly presented at the Meeting. If other matters properly come before the Meeting in accordance with the Company’s Bye-Laws, the persons designated as proxies will vote in accordance with their best judgment.
Any Shareholder wishing to submit a proposal for inclusion in the proxy statement for the 2020 annual general meeting of Shareholders must submit the proposal to the Secretary of the Company by December 31, 2019. Such proposal must also comply with the requirements as to form and substance established under the laws of Bermuda for such proposals to be included in that proxy statement.
|
/s/ Estera Services (Bermuda) Limited Bermuda Resident Assistant Secretary | |
| Dated: August 2, 2019 |
7
| This ‘6-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/19 | ||||
| Filed as of: | 9/16/19 | |||
| Filed on / For Period end: | 9/13/19 | |||
| 8/30/19 | ||||
| 8/28/19 | 6-K | |||
| 8/2/19 | ||||
| 6/30/19 | ||||
| 6/28/19 | ||||
| 12/31/18 | 20-F, SD | |||
| 8/31/18 | ||||
| 7/1/15 | ||||
| List all Filings | ||||