Explanation of agenda of SMGR EGM on Dec 20, 2012. (679.63 kb)
EXPLANATION OF THE AGENDA OF THE EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
:
1.
THE CHANGE OF COMPANY’ S NAME
2.
AMENDMENT TO THE COMPANY’ S ARTICLES OF ASSOCIATION
(2)
Agenda #1: The Change of Company’s Name
(3)
1. Background
Having taken the following into account:
1.
The increasing of competition and development of the similar industry
•
The devel opment of simil ar companies in t he count ry and t he pot ent ial f or new comers
•
The pot ent ial f or compet it ion t hat wil l af f ect t he perf ormance of t he company
•
The pot ent ial f or pressure on margins t hat are st rongl y inf l uenced by t he increased
compet it ion
•
The need f or perf ormance opt imizat ion, qual it y of service and business management
2.
The Need for the Corporate Development
•
The need f or expansion t o maint ain t he company's posit ion (e. g. in t he market )
•
The need f or improving t he ef f iciency of operat ions
•
The need f or improving t he qual it y of it s resources,
(4)
2. The Obj ect ives of t he Corporat e Transformat ion
4
•
To support t he Company’ s Vision and Mission
•
To st rengt hen t he Company’ s posit ion in f acing t he changes and
compet it ion
•
To separat e and t o opt imize t he f unct ions of t he Operat ing and Hol ding
Companies
•
To separat e and t o opt imize t he Company’ s operat ional and st rat egic
f unct ions
•
To creat e t he corporat e val ue by maximizing t he group synergies.
•
To creat e t he al ignment of management of al l subsidiaries, t o subst it ut e
managerial def iciencies in t he Operat ing and Hol ding companies
•
To al ign t he corporat e percept ion and cul t ure
•
Cost l eadership
(5)
3. The Corporat e Transformat ion Made
A.
Restructuring of the Holding Company form
•
It requires t he most l ikel y f orm of business ent it y t o act as t he Hol ding and Operat ing
companies, by t aking int o considerat ion t he f act ors of l egal , account ing and f inance,
t axat ion and operat ions.
•
The const ant l y changing process of t he company f orms in accordance wit h t he needs f or
t he change of business st rat egies st and bef ore t he changes t aking pl ace, are:
B.
Restructuring of the Capital
The st ock spl it as wel l as t he ut il izat ion of t he group’ s f unding capacit y t o f inance t he
st rat egic proj ect s.
C.
Restructuring of the Subsidiaries
Al igning t he business f orms and t ypes of t he subsidiaries t hat wil l support each ot hers, in
order t o opt imize t heir perf ormance, synergy, and supervision.
5
Strategic Holding
(6)
4. The St age of t he Rest ruct uring of t he Holding
Company Form
PT SI
(Persero)
Tbk
Operat ing Hol ding
Funct ional Hol ding
St rat egic Hol ding
PT SG
*)(Persero)
Tbk
PT SP
*)PT ST
AP
PT SP
PT ST
AP
PT SG
(Persero)
Tbk
PT SG
(Persero)
Tbk
PT SP
PT ST
“ PTSG”
Funct ions
1995
2010
2012
6
* ) PT SG : Semen Gresik PT SP : PT Semen Padang PT ST : PT Semen Tonasa PT SI : PT Semen Indonesia “ PTSG” : PT Semen Gresik “ New ”
(7)
5. The Changes in Company’s Name and Roles
PT Semen Gresik
(Persero) Tbk
PT Semen Indonesia
(Persero) Tbk
Once t he anal ysis is done in t erms of Legal , Finance and Taxat ion as wel l as Operat ions,
t he most l ikel y f orm of t he Hol ding company is t he St rat egic Hol ding Company which
one of it s agendas is t o change t he company’ s name.
The name being proposed and f ixed, is as f ol l ows:
becomes
(8)
6. Reasons for changing Company’s Name
•
Real izing
t he St r at egi c Hol di ng, in order t o enhance compet it iveness (incl uding
but not l imit ed t o t he increasing of t he bargaining power)
•
Separat ing and opt imizing t he rol e or f unct ion of t he Hol ding and Operat ing
Companies
•
Opt imizing t he perf ormance of t he group t hrough increasing t he consol idat ion
and synergy in order t o maximize t he val ue of t he Company
•
Choosing t he most ef f icient st ruct ure of t he Hol ding companies
•
Support ing t he Company’ s Vision t o t he f ut ure
•
St anding bef ore t he business changes and compet it ion
(9)
7. Select ion of t he Name “ Semen Indonesia”
Sumber : AT Kearney diolah
•
The name f or t he Hol ding Company requires a name t hat coul d ref l ect t he
ambit ions of t he group and embrace t he nat ional charact erist i cs of t he
companies t hat incl ude t he t hree Operat ing Companies.
•
Consist ent wit h t he vision of t he company t o become a nat ional and regional
business business pl ayers
(10)
8. Ownership St ruct ure
GoI
51 %
Public
49 %
GoI
51 %
Public
49 %
PT SG * )
(Persero)
Tbk
PT SI * )
(Persero)
Tbk
10
Transf ormat ion t o become St rat egic Holding will not change t he shares
ownership st ruct ure
* ) GoI: Government of Republic of Indonesia * ) PT SG: PT Semen Gresik
(11)
(12)
9. 1. The results of the Studies of the Management Consultants
*)
•
The posit ion of Semen Gresik t o become
Semen Indonesia
•
The new Operat ing Company (PT SG “ New” )
wil l be at t he equal l evel t o PT SP and PT ST
•
Each new Operat ing Company in t he f ut ure,
wil l be at t he equal l evel t o t he est abl ished
Operat ing Companies
The implications of the Strategic Holding
The main benefits
The St rat egic Hol ding is t he ideal in t he l ong t erm st ruct ure f or Semen Gresik, because
it is abl e t o support t he Company’ s f ut ure growt h st rat egy
The cl ear separat ion bet ween t he Hol ding
Companies and t he Operat ing Companies,
concerning t he rol es and responsibil it ies under t he
separat e business ent it y
It al l ows t he Hol ding Company t o rol e and f unct ion
as a pure Hol ding Company, in order t o manage t he
ent ire Operat ing Companies
In t he short t erm: t he pot ent ial benef it s of higher
synergies, due t o t he cl ear management of t he
Hol ding Company and t he Operat ing Company
In t he l ong t erm:
•
Support ing t he Group’ s f ut ure growt h f or
expansion st rat egy.
•
Taking advant age of t he group’ s knowl edge and
capacit y opt imal l y, t hrough t he best pract ices.
(13)
9. 2. The result s of t he st udies of t he Legal Consult ant s
*)
The plan f or t he change of t he name of t he holding company of PT Semen
Gresik (Persero) Tbk. t o become PT Semen Indonesia (Persero) Tbk. is a
corporat e act ion and if done wit h goodwill, t here is no conf lict of int erest , in
accordance wit h t he regulat ions of legislat ion.
(14)
9. 3. The result s of t he Fairness Opinion (FO)
*)
The est ablishment of t he St rat egic Holding wit h no t ransf er of asset s based
on t he qualit at ive and quant it at ive analysis as well as t he analysis of t he
f airness of t he t ransact ion value, t he result s obt ained are:
The Transact ion Plan is
reasonable wit h t he explanat ion t hat t he
Transact ion Plan along wit h all of it s benef it s is est imat ed and expect ed
t o cont ribut e t he added value t o t he Company amount ing t o IDR 610. 6
Billion.
*) Sour ce : FO r esul t s of KJPP SAH & Rekan, summar i zed
(15)
10. The area and funct ions of t he St rat egic Holding
The St rat egic Holding of PT Semen Indonesia (Persero) Tbk. will work on
st rat egic f unct ions covering areas such as:
•
Product ion,
•
Market ing,
•
Business Devel opment and Invest ment (Capex),
•
Human Capit al Management ,
•
Procurement ,
•
Finance and Account ing,
•
Inf ormat ion Technol ogy,
•
Int ernal Cont rol ,
•
Communicat ions,
•
Legal and Risk Management ,
•
Research and Devel opment ,
(16)
3
Agenda #2: Amendment t o Art icles of Associat ion
(17)
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
Current Articles of Association
Proposed change of Article of Association
Article 1
1. This Limit ed Liabilit y Company named Perusahaan Perseroan “ PT Semen Gresik (Persero) Tbk. ”
(Hereinaf t er in t his art icles of associat ion is abbreviat ed as “ The Company” ), domiciled and headquart ered in Gresik.
2. (unchange)
Article 1
1. This Limit ed Liabilit y Company named Perusahaan Perseroan “ PT Semen Indonesia (Persero) Tbk. ” (Hereinaf t er in t his art icles of associat ion is abbreviat ed as “ The Company” ), domiciled and headquart ered in Gresik.
2. (unchange)
Article 3
1. The purpose and obj ect ive of t he Company is t o engage in t he f ields of Indust ry, product ion, t rading in goods and services.
2. (unchange)
Article 3
1. The purpose and obj ect ives of t he Company is t o engage in t he f ields of indust ry, mining, product ion, t rading in goods and services, energy, t ransport at ion, wast e management of Hazardous and Toxic Mat erials, as well as t o engage t he company management .
(18)
Current Articles of Association
Proposed change of Article of Association
Article 3 paragraph 2 (Continued)
a. (unchange);
b. carries out business in t he product ion f ields of mining and / or exploring and / or processing cert ain raw mat erials int o basic mat erials needed t o make cement and / or any ot her indust ry, processing t hese mat erials int o a wide range of cement and / or int o t he ot her result of indust ries as well as processing such wide range of cement and / or ot her result s of indust ry int o f inished goods t hat are more usef ul;
c. carries out business in t rading, market ing and dist ribut ion of a wide range of cement and t he result s of ot her product ion goods which use raw mat erials of cement or ot her mat erials at domest ic and abroad;
Article 3 paragraph 2 (Continued)
a. (unchange);
b. carries out business in t he product ion f ields of mining and / or exploring and / or processing cert ain raw mat erials int o basic mat erials needed in t he cement indust ries and / or any ot her indust ry, processing t hese mat erials int o a wide range of cement and / or int o t he ot her result of indust ries as well as processing such wide range of cement and / or ot her result s of indust ry int o f inished goods t hat are more usef ul;
c. carries out business in t rading, market ing and dist ribut ion of a wide range of t he cement indust ries and t he result s of ot her product ion goods which use raw mat erials of cement or ot her mat erials at domest ic and abroad;
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(19)
Current Articles of Association
Proposed change of Article of Association
Article 3 paragraph 2 (Continued)
d. carries out business in t he provision of services t o t he cement indust ry and / or ot her indust ries such as research st udies, development , indust rial
design and engineering, const ruct ion,
management , f act ory operat ions, warehousing and t ransport at ion, repairs, equipment maint enance, f abricat ion of t ools, consult ing (except f or
consult ing in t he f ield of law) and ot her service act ivit ies;
e. (not available previously);
f . (not available previously);
g. carries out ot her support ing act ivit ies relat ed t o t he Company’s business act ivit ies above, including but not limit ed int o act ivit ies of wast e
management of Hazardous and Toxic Mat erials.
Article 3 paragraph 2 (Continued)
d. carries out business in t he provision of services t o t he cement ing indust ry and / or ot her indust ries such as research st udies, development , indust rial design and engineering, const ruct ion,
management , f act ory operat ions, warehousing and t ransport at ion, repairs, equipment maint enance, f abricat ion of t ools, consult ing (except f or
consult ing in t he f ield of law) and ot her service act ivit ies;
e. carries out invest ment s including capit al invest ment in ot her companies;
f . provides corporat e management services and management consult ing services t o it s
subsidiaries;
g. carries out ot her support ing act ivit ies relat ed t o t he Company’s business act ivit ies above.
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(20)
Current Articles of Association
Proposed change of Article of Association
Article 12
1. (unchange)
2. (unchange)
(not governed previously)
(not governed previously)
Article 12
1. (unchange)
2. (unchange)
3. In carrying out t he t asks as ref erred t o in paragraph 1 of t his Art icle, t he Board of Direct ors as t he maj orit y shareholder and / or as t he shareholder in each subsidiary t hat carries out t he business in t he cement indust ry is aut horized, among ot hers t o:
a. def ine, manage, cont rol, and monit or st rat egic and operat ional policies t hat will be implement ed by a subsidiary, t hat is all policies t hat can mat erially af f ect t he subsidiary and t o provide added value as out lined in t he blue print f or rat if icat ion at t he General Meet ing of Shareholders of t he subsidiaries;
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(21)
Current Articles of Association
Proposed change of Article of Association
(not governed previously)
(not governed previously)
(not governed previously)
(not governed previously)
Article 12 paragraph 3 (Continued)
b. plan, decide, manage, and cont rol t he act ivit ies and f unct ions t hat are st rat egic, such as managing t he cash management , account ing st andardizat ion, capit al expendit ure;
c. est ablish t he st rat egic and operat ional policies t hat are not def ined in t he blue print as ref erred t o in paragraph 3 let t er a of t his Art icle;
d. est ablish policies of t he organizat ional st ruct ure at 1 (one) level below t he Board of Direct ors of t he subsidiaries wit h respect t o t he input f rom t he Board of Commissioners of t he subsidiaries;
e. give approval t o t he Board of Direct ors of t he subsidiary t o implement t he operat ional measures t hat are not def ined in t he Work Plan and Budget of t he Company;
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(22)
Current Articles of Association
Proposed change of Article of Association
(not governed previously)
(not governed previously)
(not governed previously)
Article 12 paragraph 3 (Continued)
f . get periodic report s and explanat ions f rom bot h t he Board of Direct ors and / or Board of Commissioners of t he subsidiaries as well as provide a decision wit hin and out side t he f orum of General Meet ing of
Shareholders of t he subsidiaries;
g. set t he value and / or t he t ime period of cooperat ion bet ween t he subsidiaries and ot her business ent it ies or ot her part y in t he f orms of j oint licensing,
cont ract of management , asset leasing, Joint
Operat ion (Kerj a Sama Operasi/ KSO), Build Operat e Transf er (BOT), Build Owned Transf er (BOwT), Build Transf er Operat e (BTO) and ot her similar agreement s;
h. make t he decision of capit al invest ment and t he amount of t he capit al invest ment t hat will be carried out by a subsidiary t o anot her company;
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(23)
Current Articles of Association
Proposed change of Article of Association
(not governed previously)
(not governed previously)
(not governed previously)
(not governed previously)
(not governed previously)
Art icle 12 paragraph 3 (Cont inued)
i. set t he decisions of est ablishment of subsidiaries and / or j oint vent ure of such subsidiary company;
j . def ine t he decision of releasing t he capit al invest ment in t he subsidiaries and / or t he j oint vent ures of such subsidiary company;
k. set t he decision of merger, consolidat ion, acquisit ion, separat ion and dissolut ion of subsidiaries and / or j oint vent ures of such subsidiaries;
l. set writ e-of f decisions of a bad debt and / or set t he decision of sales f or t he unusable invent ory of t he subsidiaries;
m. set and / or change t he logos, t rademarks of t he subsidiaries;
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(24)
Current Articles of Association
Proposed change of Article of Association
(not governed previously)
(not governed previously)
Article 12 paragraph 3 (Continued)
n. set t he decision f or t he est ablishment of f oundat ion, organizat ion and / or associat ions which are legal eit her direct ly or indirect ly relat ed t o t hat f ormed by a
subsidiary;
o. set t he decision on t he charging of expenses and obligat ions t hat are f ixed and rout ine f or f oundat ions, organizat ions and / or associat ions which are legal f ormed by t he subsidiary.
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(25)
Current Articles of Association
Proposed change of Article of Association
Article 12
3. (unchange)
a. (unchange)
b. (unchange)
c. (unchange)
d. (unchange)
e. (unchange)
f . (unchange)
g. (unchange)
h. (unchange)
i. (unchange)
Article 12
4. (unchange)
a. (unchange)
b. (unchange)
c. (unchange)
d. (unchange)
e. (unchange)
f . (unchange)
g. (unchange)
h. (unchange)
i. (unchange)
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(26)
Current Articles of Association
Proposed change of Article of Association
Article 12 paragraph 3 (Continued)
j . using any of t he right s held by t he shareholders in each subsidiary or ot her companies t hat carries out business in t he cement indust ry in which t he
Company has a capit al invest ment .
k. (unchange)
Article 12 paragraph 4 (Continued)
j . using any of t he right s held by t he shareholders and / or t he maj orit y shareholders in each subsidiary t hat carries out business in t he cement indust ry in which t he Company has a capit al invest ment , except t he t hings t hat are included in t he aut horit y of t he shareholders and / or maj orit y shareholders as provided in paragraph 3 of t his Art icle;
k. (unchange)
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(27)
Current Articles of Association
Proposed change of Article of Association
Article 12 (Continued)
4. a. (unchange)
b. (unchange)
5. (unchange)
6. (unchange)
7. (unchange)
8. (unchange)
9. (unchange)
10. (unchange)
11. (unchange)
12. (unchange)
Article 12 (Continued)
5. a. (unchange)
b. (unchange)
6. (unchange)
7. (unchange)
8. (unchange)
9. (unchange)
10. (unchange)
11. (unchange)
12. (unchange)
13. (unchange)
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(28)
Current Articles of Association
Proposed change of Article of Association
Article 15
1. (unchange)
2. (unchange)
3. (unchange)
4. (unchange)
5. (unchange)
6. (unchange)
7. (unchange)
8. (unchange)
Article 15
1. (unchange)
2. (unchange)
3. (unchange)
4. (unchange)
5. (unchange)
6. (unchange)
7. (unchange)
8. (unchange)
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(29)
Current Articles of Association
Proposed change of Article of Association
Article 15 (Continued)
(not governed previously)
Article 15 (Continued)
9. In carrying out t he t asks as ref erred t o in paragraph 1 of t his Art icle and Art icle 12 paragraph 3 let t er j , t hen t he Board of Commissioners is aut horized t o set a decision on t he proposals t hat have been put f orward by t he Board of Direct ors as shareholders and / or maj orit y shareholders in each subsidiary engages in t he cement indust ry, among ot hers t o
:
a. approve t he excess t ransact ions t hat exceed 20% (t went y percent ) of t he t ot al amount budget ed: 1) rout ine invest ment s (operat ional) t hat are
included in t he capit al budget ;
2) post al cost s or expenses t hat are included in t he operat ing budget (excluding f inancial charges, including int erest , bank f ees);
3) capit al f inancing f or t he short -t erm work t hat is included in t he f inancial budget ;
all budget s of which are included in t he Work Plan and Budget of t he Company or each change t hereof aut horized in t he concerned f iscal year.
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(30)
Current Articles of Association
Proposed change of Article of Association
Article 15 (Continued)
Article 15 paragraph 9 (continued)
b. approve t he decisions f or issuance of bonds and ot her debt securit ies as well as t o sell t he shares of a
subsidiary in t he capit al market s in order t o t ake advant age of t he liquidit y;
c. approve t he subsidiaries as guarant or (borg or avalist );
d. approve a decision t o accept or provide long-t erm loans of t he subsidiary;
e. approve a st rat egic act ion t hat has not been specif ied in t he Work Plan and t he Budget of t he subsidiaries;
f . approve a decision t o do a legal act ion t o t ransf er, dispose t he right s or make t he guarant ees of debt of all or more t han 50% (f if t y percent ) of t he net asset s including f ixed asset s of t he subsidiary, whet her in one t ransact ion or several t ransact ions t hat st and alone or are relat ed t o each anot her in t he one (1) f iscal year;
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(31)
Current Articles of Association
Proposed change of Article of Association
Article 15 (Continued)
9. (unchange)
a. (unchange)
b. (unchange)
c. (unchange)
Article 15 paragraph 9 (Continued)
g. approve an approval f or t he long-t erm plan of t he subsidiaries;
h. approve a measure t hat is t he aut horit y of t he Board of Directors as t he majorit y shareholders of t he subsidiary ot her t han t hat of being provided for in Art icle 12
paragraph 3.
10. (unchange)
a. (unchange)
b. (unchange)
c. (unchange)
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(32)
Current Articles of Association
Proposed change of Article of Association
Article 15 paragraph 9 (Continued)
d. approve t he Work Plan and Budget of t he Company present ed by t he Board of Direct ors no lat er bef ore t he new f iscal year begins.
In t erms of t he Work Plan and Budget of t he Company was not legalized bef ore t he new f iscal year begins, t he Company’s Work Plan and Budget of t he previous year is applicable;
e. (unchange)
f . (unchange)
g. (unchange)
h. (unchange)
i. (not governed previously)
Article 15 paragraph 10 (Continued)
d. approve t he Work Plan and Budget of t he
Company present ed by t he Board of Direct ors no lat er t han t he 27t h (t went y sevent h) day of
December, bef ore t he new f iscal year begins.
In t erms of t he Work Plan and Budget of t he Company was not legalized on t he 27t h (t went y
sevent h) day of December bef ore t he new f iscal year begins, t he Company’s Work Plan and Budget of t he previous year is applicable;
e. (unchange)
f . (unchange)
g. (unchange)
h. (unchange)
i. approve t he Long-t erm Plan of t he Company.
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
(33)
(1)
Article 15
1. (unchange)
2. (unchange)
3. (unchange)
4. (unchange)
5. (unchange)
6. (unchange)
7. (unchange)
8. (unchange)
Article 15
1. (unchange)
2. (unchange)
3. (unchange)
4. (unchange)
5. (unchange)
6. (unchange)
7. (unchange)
(2)
Article 15 (Continued)
(not governed previously)
Article 15 (Continued)
9. In carrying out t he t asks as ref erred t o in paragraph 1 of t his Art icle and Art icle 12 paragraph 3 let t er j , t hen t he Board of Commissioners is aut horized t o set a decision on t he proposals t hat have been put f orward by t he Board of Direct ors as shareholders and / or maj orit y shareholders in each subsidiary engages in t he cement indust ry, among ot hers t o
:
a. approve t he excess t ransact ions t hat exceed 20% (t went y percent ) of t he t ot al amount budget ed: 1) rout ine invest ment s (operat ional) t hat are
included in t he capit al budget ;
2) post al cost s or expenses t hat are included in t he operat ing budget (excluding f inancial charges, including int erest , bank f ees);
3) capit al f inancing f or t he short -t erm work t hat is included in t he f inancial budget ;
all budget s of which are included in t he Work Plan and Budget of t he Company or each change t hereof aut horized in t he concerned f iscal year.
(3)
Article 15 (Continued)
Article 15 paragraph 9 (continued)
b. approve t he decisions f or issuance of bonds and ot her debt securit ies as well as t o sell t he shares of a
subsidiary in t he capit al market s in order t o t ake advant age of t he liquidit y;
c. approve t he subsidiaries as guarant or (borg or avalist );
d. approve a decision t o accept or provide long-t erm loans of t he subsidiary;
e. approve a st rat egic act ion t hat has not been specif ied in t he Work Plan and t he Budget of t he subsidiaries;
f . approve a decision t o do a legal act ion t o t ransf er, dispose t he right s or make t he guarant ees of debt of all or more t han 50% (f if t y percent ) of t he net asset s including f ixed asset s of t he subsidiary, whet her in one t ransact ion or several t ransact ions t hat st and alone or are relat ed t o each anot her in t he one (1) f iscal year;
(4)
Article 15 (Continued)
9. (unchange)
a. (unchange)
b. (unchange)
c. (unchange)
Article 15 paragraph 9 (Continued)
g. approve an approval f or t he long-t erm plan of t he subsidiaries;
h. approve a measure t hat is t he aut horit y of t he Board of Directors as t he majorit y shareholders of t he subsidiary ot her t han t hat of being provided for in Art icle 12
paragraph 3.
10. (unchange)
a. (unchange)
b. (unchange)
(5)
Article 15 paragraph 9 (Continued)
d. approve t he Work Plan and Budget of t he Company present ed by t he Board of Direct ors no lat er bef ore t he new f iscal year begins.
In t erms of t he Work Plan and Budget of t he Company was not legalized bef ore t he new f iscal year begins, t he Company’s Work Plan and Budget of t he previous year is applicable;
e. (unchange)
f . (unchange)
g. (unchange)
h. (unchange)
i. (not governed previously)
Article 15 paragraph 10 (Continued)
d. approve t he Work Plan and Budget of t he
Company present ed by t he Board of Direct ors no lat er t han t he 27t h (t went y sevent h) day of
December, bef ore t he new f iscal year begins.
In t erms of t he Work Plan and Budget of t he Company was not legalized on t he 27t h (t went y sevent h) day of December bef ore t he new f iscal year begins, t he Company’s Work Plan and Budget of t he previous year is applicable;
e. (unchange)
f . (unchange)
g. (unchange)
h. (unchange)
(6)