Item
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2017, San Lotus Holding Inc.
(the "Company") held its 2017 annual meeting of shareholders (the
"Annual Meeting") at which the Company's shareholders elected three
Class I directors to serve two-year terms and two Class II directors to serve
one year term.
(c)
1. On May 22, 2017, we appoint Mr. Chen, Kuan-Yu,
age 40, as our Chairman of the Board. Mr.
Chen
Kuan-Yu has served as our Secretary since 2011. From 2010 to 2011, Mr. Chen
served as an Associate Director with AON Corporation in Hong Kong. From 2008 to
2009, Mr. Chen was a Senior Consultant with LI Far East Limited, a Hong Kong
company. From 2007 to 2008, Mr. Chen was a Manager with Deloitte Actuarial and
Insurance Solutions in Hong Kong. From 2000 to 2006, Mr. Chen was an Actuary
with MetLife, where he was based in New York for four years and in Taiwan for two
years. Mr. Chen received his B.A. in Applied Mathematics from Queen’s
University in Canada in 2000 and was qualified as an actuary by the Society of
Actuaries in 2004. Mr. Chen serves on the boards of several private companies
and is involved in the management of several private enterprises. Mr. Chen
resides in Hong Kong and Taiwan.
2. On May 22, 2017, we appoint Mr. Lai,Wen-Ching
and Kwong. Edwin as our Vice-Chairman. Their biography are listed as follows:
Kwong,
Edwin, Director, Age 57
Kwong,
Edwin is the President, CEO of GUI Corporations dba Mega Productions;
HempCon Inc; and American Youth Obesity Research and Prevention Foundation. Mr.
Kwong earned his bachelor's degree in mathematics and computer science from the
University of California, Los Angeles, and earned his master's degree in
computer science from the University of South California in 1986. After working
for computer industry for many years, he left the computer industry in 1992 to
begin his career as an entrepreneur. We believe his abundant experiences in
company managements will be beneficial to us in overseeing our business. Mr.
Kwong resides in California.
Lai,
Wen-Ching, Director, Age 60
Lai
Wen-Ching is Director of Hung Chin Machinery Co., Ltd., a CNC lathe company,
where he has served in such capacity since 1980. He is also General Manager of
Shun Bin Industrial Co., Ltd., an exporter of motor vehicle parts, where he has
held such position since 1985. Mr. Lai is also Director and Partner of
Investment Yan Zi International, Inc. and an independent consultant advising on
various business matters for the Taichung City Government since 2005. We
believe Mr. Lai’s many years of business experience will be beneficial to our
company. Mr. Lai resides in Taichung, Taiwan.
Item 5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May
22, 2017, the Company's Board of Directors approved to add
and/or amend the Section 8 of Article II; the Section 2 and 13 of Article III; and Article VII in
its bylaws as follows:
ARTICLE II
SHAREHOLDERS
SECTION 8.
CUMULATIVE VOTING.
Cumulative
voting by each shareholder of the Corporation shall be eliminated when the
Corporation becomes a listed corporation as defined under sec. 301.5 (d) of California
Corporation Code. This section becomes effective only when the Corporation
becomes a listed corporation as defined under sec. 301.5 (d) of California
Corporation Code.
ARTICLE III
DIRECTORS
SECTION 2.
NUMBER,
CLASSIFICATION AND TERM OF OFFICE OF DIRECTORS
.
The number of directors of the Corporation shall be that
number as may be fixed from time to time by resolution of the Board of
Directors, and the number of directors of the
Corporation shall not be less
than three
(3) nor greater than five
(5). The initial number of directors of the
Corporation shall be three (3). The number of directors can be increased or
decreased within the foregoing range at any time by the Board of Directors. The
term of office of the directors will be staggered by dividing the directors
into two classes. Class I shall consist, initially, of three (3) directors who
will each be elected at the annual meeting of the Corporation to serve on the
Board of Directors for two year terms. Class II shall consist, initially, of two
(2) directors who shall be elected at each annual meeting of
the Corporation to serve for one year term. If the number of directors is
changed, any increase or decrease shall be so apportioned among the classes. If
a director resigns and such resignation is to take effect before an annual
meeting occurs, the Board of Directors shall have the power to fill the vacancy
for the duration of the resigning director
term or until the next annual meeting of shareholders, at
which time the shareholders shall have the power to elect a successor for the
appropriate term depending on the class of the resigning director.
SECTION 13. REMOVAL BY SHAREHOLDERS.
Any or all of the Directors may be removed without cause if
the removal is approved by the outstanding shares.
ARTICLE VII
AMENDMENTS
Except the section 13 of Article III, these bylaws may be altered,
amended or repealed either by approval of a majority of the outstanding shares
entitled to vote or by the approval of the Board of Directors. The section 13
of Article III may only be amended or repealed by a majority of
the outstanding shares entitled to vote. Additionally, the fact that the
Board of Directors
may adopt, amend or repeal these bylaws
other than the section 13 of Article III shall not divest the shareholders of the
power nor limit their power to adopt, amend or repeal the bylaws.
Item 5.07
Submission of Matters to a
Vote of Security Holders.
On May 22, 2017, the Company held its
2017 Annual Meeting, at which the Company's shareholders approved (1) to ratify
the Annual Report on Form 10-K of Company for the year ended on December 31,
2016; (2) to elect three Class I directors to the Company's board of directors
(the "Board") to serve two-year terms or until the election and
qualification of their successors; (3) to elect two Class II directors to the
Board to serve one-year term or until the election and qualification of their
successors; (4) to ratify
the appointment of
Davidson & Company
LLP
as
the Company's
independent
registered public accounting firm for
the fiscal years as of
December 31, 2016 and 2015
; and (5) to
amend the bylaws.
Below are the voting tabulations for
each proposal:
Proposal No.
1: Ratification of the Annual Report on Form 10-K of Company for the year
ended on December 31, 2016
For
|
Against
|
Abstain
|
36,374,110 86.6%
|
|
|
Proposal
No. 2: Election
of of Three
Class I
Directors:
|
For
|
Against
|
Abstain
|
Chen,
Kuan-Yu
|
36,374,110
86.6
%
|
|
|
Lin,
Mu-Chen
|
36,374,110
86.6
%
|
|
|
Kwong,
Edwin
|
36,374,110
86.6
%
|
|
|
Proposal
No. 3: Election
of of Two Class II
Directors:
|
For
|
Against
|
Abstain
|
Lai,Wen-Ching
|
36,374,110
86.6
%
|
|
|
Yeh,
Shun-Shan
|
36,374,110
86.6
%
|
|
|
Proposal No. 4:
Ratification
of the appointment of Davidson & Company LLP as our independent registered
public accounting firm for the fiscal years as of December 31, 2016 and
2015
For
|
Against
|
Abstain
|
36,374,110
86.6
%
|
|
|
Proposal
No. 5:
Approval of amendment to bylaws
|
|
|
|
|
|
|
For
|
Against
|
Abstain
|
|
36,374,110
86.6
%
|
|
|
|
|
|
|
|