AUO [AU OPTRONICS] 6-K:

Ticker: AUO, Company: AU OPTRONICS CORP, Type: 6-K, Date: 2019-06-14
Original SEC Filing: Click here


Webplus: AUO/20190614/6-K/1/000.htm SEC Original: dp108472_6k.htm



6-K 1 dp108472_6k.htm FORM 6-K

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

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Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

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Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized

(the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ..... No ..X...

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

Not applicable

INDEX TO EXHIBITS

Item

1. Taiwan Stock Exchange filing entitled, “To announce the major resolutions of AUO 2019 Annual General Shareholders' Meeting”, dated June 14, 2019.

2. Taiwan Stock Exchange filing entitled, “To announce the Re-election of Board of Directors of the Company”, dated June 14, 2019.

3. Taiwan Stock Exchange filing entitled, “Shuang-Lang (Paul) Peng is elected as Chairman by the Board of Directors”, dated June 14, 2019.

4. Taiwan Stock Exchange filing entitled, “To announce the term of Audit Committee and Remuneration Committee of the Company has expired”, dated June 14, 2019.

5. Taiwan Stock Exchange filing entitled, “To lift non-competition restrictions on new Directors and their representatives at AUO 2019 Annual General Shareholders' Meeting”, dated June 14, 2019.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AU Optronics Corp.

Date:June 14, 2019

By: /s/ Benjamin Tseng
Name: Benjamin Tseng
Title: Chief Financial Officer

Item 1

AU Optronics Corp.

June 14, 2019

English Language Summary

Subject: To announce the major resolutions of AUO 2019 Annual General Shareholders' Meeting

Regulation: Published pursuant to Article 4-18 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies

Date of events: 2019/06/14

Contents:

1. Date of the shareholders' meeting:2019/06/14

2. Important resolutions (1)profit distribution/deficit compensation:

 Accepted the proposal for the distribution of 2018 earnings. The cash dividend is NT$0.5 per share.

3. Important resolutions (2)amendments of the corporate charter:

Approved the amendment to Articles of Incorporation

4. Important resolutions (3)business report and financial statements:

Accepted 2018 Business Report and Financial Statements

5. Important resolutions (4)elections of board of directors and supervisors:

Elected nine directors (including five independent directors) being the night term of directors:

The newly elected directors:

Shuang-Lang (Paul) Peng

Kuen-Yao (K.Y.) Lee

Kuo-Hsin (Michael) Tsai, Representative of AUO Foundation

Peter Chen, Representative of BenQ Foundation

The newly elected independent directors:

Mei-Yueh Ho

Chin-Bing (Philip) Peng

Yen-Shiang Shih

Yen-Hsueh Su

Jang-Lin (John) Chen

6. Important resolutions (5)other proposals:

(1) Approved issuance of new common shares for cash to sponsor issuance of the overseas depositary shares and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement and/or issuance of overseas or domestic convertible bonds in private placement

(2) Approved the amendment to Handling Procedures for Acquisition or Disposal of Assets, Handling Procedures for Conducting Derivative Transactions, Handling Procedures for Capital Lending, Handling Procedures for Providing Endorsements and Guarantees for Third Parties

(3) Lifted non-competition restrictions on board members

7. Any other matters that need to be specified:None

Item 2

AU Optronics Corp.

June 14, 2019

English Language Summary

Subject: To announce the Re-election of Board of Directors of the Company

Regulation: Published pursuant to Article 4-6 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies

Date of events: 2019/06/14

Contents:

1. Date of occurrence of the change:2019/06/14

2. Appointment of or changed personnel (juristic-person director, juristic-person supervisor, independent director, natural-person director or natural-person supervisor):

juristic-person director, independent director, natural-person director

3. Title, name and resume of the replaced personnel:

DirectorShuang-Lang (Paul) Peng/Chairman and CEO of AUO

DirectorKuen-Yao (K.Y.) Lee/Director of Qisda Corp.

DirectorKuo-Hsin (Michael) Tsai - Representative of BenQ Foundation/President and COO of AUO

DirectorPeter Chen - Representative of Qisda Corp./Chairman and President of Qisda Corp.

Independent DirectorVivien Huey-Juan Hsieh/Independent Director of AUO

Independent DirectorMei-Yueh Ho/Independent Director of Bank of Kaohsiung, Ltd.

Independent DirectorDing-Yuan Yang/Chairman of UniSVR Global Information Technology Corp.

Independent DirectorChin-Bing (Philip) Peng/Director and President of iD SoftCapital Inc.

Independent DirectorYen-Shiang Shih/Independent Director of CTCI Corp.

4. Title, name and resume of the new personnel:

DirectorShuang-Lang (Paul) Peng/Chairman and CEO of AUO

DirectorKuen-Yao (K.Y.) Lee/Director of Qisda Corp.

DirectorKuo-Hsin (Michael) Tsai - Representative of AUO Foundation/ President and COO of AUO

DirectorPeter Chen - Representative of BenQ Foundation/ Chairman and President of Qisda Corp.

Independent DirectorMei-Yueh Ho/Independent Director of Bank of Kaohsiung, Ltd.

Independent DirectorChin-Bing (Philip) Peng/Director and President of iD SoftCapital Inc.

Independent DirectorYen-Shiang Shih/Independent Director of CTCI Corp.

Independent DirectorYen-Hsueh Su/Managing Director, and Head of Asia Technology Hardware Research, UBS

Independent DirectorJang-Lin (John) Chen/VP and DTC General Director, Display Technology Center, ITRI

5. Type of the change (please enter: “resignation”, “discharge”, “tenure expired”, “death” or “new appointment” ):tenure expired

6. Reason for the change:Re-election

7. Number of shares held by the new personnel at the time of appointment: Number of shares held as of the first date of bookclose period of the 2019 Annual Shareholders' Meeting:

Shuang-Lang (Paul) Peng5,630,551 shares

Kuen-Yao (K.Y.) Lee10,512,153 shares

AUO Foundation(Representative:Kuo-Hsin (Michael) Tsai)312,000 shares

BenQ Foundation(Representative:Peter Chen)100,000 shares

Mei-Yueh Ho0 share

Chin-Bing (Philip) Peng96,670 shares

Yen-Shiang Shih0 share

Yen-Hsueh Su0 share

Jang-Lin (John) Chen0 share

8. Original term (from __________ to __________):2016/06/16~2019/06/15

9. Effective date of the new appointment:2019/06/14

10. Rate of turnover of directors of the same term:NA

11. Rate of turnover of supervisor of the same term:NA

12. Rate of turnover of independent director of the same term:NA

13. Change in one-third or more of directors (“Yes” or “No”):Yes

14. Any other matters that need to be specified:None.

Item 3

AU Optronics Corp.

June 14, 2019

English Language Summary

Subject: Shuang-Lang (Paul) Peng is elected as Chairman by the Board of Directors

Regulation: Published pursuant to Article 4-6 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies

Date of events: 2019/06/14

Contents:

1. Date of the board of directors resolution or date of occurrence of the change:2019/06/14

2. Type of personnel (chairman or general manager):Chairman

3. Name and resume of the replaced personnel:

Shuang-Lang (Paul) Peng, Chairman and CEO of AU Optronics Corp.

4. Name and resume of the new personnel:

Shuang-Lang (Paul) Peng, Chairman and CEO of AU Optronics Corp.

5. Type of the change (please enter: “resignation”, “conge”,tenure expired” ,“position adjustment”, “dismissal”, “retirement”,death” or “new appointment” ):tenure expired

6. Reason for the change:Re-election of Board of Directors

7. Effective date of the new appointment:2019/06/14

8. Any other matters that need to be specified:None

Item 4

AU Optronics Corp.

June 14, 2019

English Language Summary

Subject: To announce the term of Audit Committee and Remuneration Committee of the Company has expired

Regulation: Published pursuant to Article 4-6 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies

Date of events: 2019/06/14

Contents:

1. Date of occurrence of the change: 2019/06/14

2. Name of the functional committees: Audit Committee and Remuneration Committee

3. Name and resume of the replaced member:

Audit Committee

Independent directorVivien Huey-Juan Hsieh/Independent Director of AUO

Independent directorMei-Yueh Ho/Independent Director of Bank of Kaohsiung, Ltd.

Independent directorDing-Yuan Yang/Chairman of UniSVR Global Information Technology Corp.

Independent directorChin-Bing (Philip) Peng/Director and President of iD SoftCapital Inc.

Independent directorYen-Shiang Shih/Independent Director of CTCI Corp.

Remuneration Committee

Independent directorVivien Huey-Juan Hsieh/Independent Director of AUO

Independent directorDing-Yuan Yang/Chairman of UniSVR Global Information Technology Corp.

Independent directorChin-Bing (Philip) Peng/Director and President of iD SoftCapital Inc.

4. Name and resume of the new member:

Audit Committee

Independent DirectorMei-Yueh Ho/Independent Director of Bank of Kaohsiung, Ltd.

Independent DirectorChin-Bing (Philip) Peng/Director and President of iD SoftCapital Inc.

Independent DirectorYen-Shiang Shih/Independent Director of CTCI Corp.

Independent DirectorYen-Hsueh Su/Managing Director, and Head of Asia Technology Hardware Research, UBS

Independent DirectorJang-Lin (John) Chen/VP and DTC General Director, Display Technology Center, ITRI

Remuneration Committee

Ding-Yuan Yang/Chairman of UniSVR Global Information Technology Corp.

Independent DirectorYen-Shiang Shih/Independent Director of CTCI Corp.

Independent DirectorYen-Hsueh Su/Managing Director, and Head of Asia Technology Hardware Research, UBS

5. Type of the change (please enter: “resignation”, “discharge”,tenure expired” , “death” or “new appointment”):tenure expired

6. Reason of the change:Re-election

7. Original term (from __________ to __________):2016/06/16~2019/06/15

8. Effective date of the new member:2019/06/14

9. Any other matters that need to be specified: None

Item 5

AU Optronics Corp.

June 14, 2019

English Language Summary

Subject: To lift non-competition restrictions on new Directors and their representatives at AUO 2019 Annual General Shareholders' Meeting

Regulation: Published pursuant to Article 4-21 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies

Date of events: 2019/06/14

Contents:

1 .Date of the shareholders' meeting resolution:2019/06/14

2. Name and title of the director with permission to engage in competitive conduct:

(1) DirectorShuang-Lang (Paul) Peng

(2) DirectorKuen-Yao (K.Y.) Lee

(3) Representative of AUO FoundationKuo-Hsin (Michael) Tsai

(4) DirectorBenQ Foundation

(5) Representative of BenQ FoundationPeter Chen

(6) Independent DirectorMei-Yueh Ho

(7) Independent DirectorChin-Bing (Philip) Peng

(8) Independent DirectorYen-Shiang Shih

(9) Independent DirectorYen-Hsueh Su

(10) Independent DirectorJang-Lin (John) Chen

3. Items of competitive conduct in which the director is permitted to engage:

(1) DirectorShuang-Lang (Paul) Peng

- Director, Darwin Precisions Corporation

- Director, Qisda Corp.

- Chairman, AU Optronics (Kunshan) Co., Ltd.

(2) DirectorKuen-Yao (K.Y.) Lee

- Director, Qisda Corp.

- Director, Darfon Electronics Corp.

- Director, BenQ Materials Corp.

- Chairman, BenQ Corporation

(3) Representative of AUO FoundationKuo-Hsin (Michael) Tsai

- Director, Lextar Electronics Corp.

- Director, Daxin Materials Corporation

(4) DirectorBenQ Foundation

- Director, Qisda Corp.

(5) Representative of BenQ FoundationPeter Chen

- Chairman and President, Qisda Corp.

- Chairman, BenQ Medical Technology Corporation

- Chairman, Partner Tech Corp.

- Chairman, DFI Inc.

- Director, Darfon Electronics Corp.

- Director, BenQ Materials Corp.

- Director, BenQ AB DentCare Corp.

- Director, BenQ Corporation

(6) Independent DirectorMei-Yueh Ho

- Independent Director, Kinpo Electronics, Inc.

- Independent Director, ASE Technology Holding Co., Ltd.

(7) Independent DirectorChin-Bing (Philip) Peng

- Independent Director, Apacer Technology Inc.

- Director, Wistron Corporation

- Director, ACER Incorporated

- Director, Wistron NeWeb Corporation

- Director, AOPEN Inc.

(8) Independent DirectorYen-Shiang Shih

- Independent Director, Formosa Plastics Corporation

- Independent Director, CTCI Corporation

(9) Independent DirectorYen-Hsueh Su

- Director, KINSUS Interconnect Technology Corp.

- Independent Director, TXC Corporation

(10) Independent DirectorJang-Lin (John) Chen

- Consultant, OTI Lumionics, Inc.

4. Period of permission to engage in the competitive conduct:

Within the period of serving as Director of the Company

5. Circumstances of the resolution (please describe the results of the voting under Article 209 of the Company Act):

The resolution was adopted by a majority of the shareholders presented at the general meeting who represented two-thirds or more of the total number of the Company's outstanding shares.

6. If the permitted competitive conduct is business of a mainland China area enterprise, the name and title of the director (if it is not business of a mainland China area enterprise, please enter "not applicable" below): ChairmanShuang-Lang (Paul) Peng

7. Company name of the mainland China area enterprise and the director's position in the enterprise: AU Optronics (Kunshan) Co., Ltd., Chairman

8. Address of the mainland China area enterprise:

NO.6 Longteng Road,Kunshan Economic and Technical Development Zone, Jiangsu Province

9. Business items of the mainland China area enterprise: Manufacturing and sale of TFT-LCD panels

10. Degree of effect on the Company's finances and business:

AU Optronics (Kunshan) Co., Ltd. is a subsidiary of AUO.

11. If the director has invested in the mainland China area enterprise, the monetary amount of the director's investment and the director's shareholding ratio:No.

12. Any other matters that need to be specified: None.

Company Info:

Ticker: AUO, Company: AU OPTRONICS CORP, Type: 6-K, Date: 2019-06-14CIK: 0001172494, Location: F5, SIC: 3674, SIC Desc: SEMICONDUCTORS & RELATED DEVICES
Business Phone & Address:
1 LI HSIN RD 2, SCIENC BASED INUSTRIAL PARK
HSIN CHU 300 TAIWAN, F5

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