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Governance News

02.22.2023

Announcement to convene the Annual Shareholders’ Meeting for the year of 2023


1.Date of the board of directors' resolution:2023/02/22
2.Shareholders meeting date:2023/05/18
3.Shareholders meeting location:Center for Public and Business
Administration Education
(No.187, Jinhua St., Daan District, Taipei City)
4.Shareholders meeting will be held by means of (physical shareholders
 meeting/ visual communication assisted shareholders meeting /
visual communication shareholders meeting):visual communication assisted
shareholders meeting
5.Cause for convening the meeting (1)Reported matters:
(1)The 2022 Business Report.
(2)Proposal of the proportion of employee compensation and
directors compensation for the year ended December 31, 2022.
(3)Report on Audit Committee's review of 2022 business report,
financial statements of 2022 and proposal for 2022 earnings
distribution.
(4)Report on Audit Committee's communications with the chief
internal auditor.
(5)Report on amendments to Corporate Social
Responsibility Best Practice Principles.
(6)Report on the implementation of Sustainability Development Plans.
(7)Report on Operation of the Board of Directors
and Functional Committees for 2022.
(8)Report on 2022 Annual Director's Remuneration.
(9)Report on 2022 related-party transactions which are not related to
the Company's operating activities.
6.Cause for convening the meeting (2)Acknowledged matters:
(1)The 2022 Business Report and Financial Statements.
(2)Proposal for 2022 earnings distribution.
(3)Amendment to the Company's ”Regulations of Governing Group
Enterprises, Specific Parties and Related Parties Transactions”
7.Cause for convening the meeting (3)Matters for Discussion:none.
8.Cause for convening the meeting (4)Election matters:none.
9.Cause for convening the meeting (5)Other Proposals:none.
10.Cause for convening the meeting (6)Extemporary Motions:none.
11.Book closure starting date:2023/03/20
12.Book closure ending date:2023/05/18
13.Any other matters that need to be specified:
(1)The voting right of shareholders can be exercised electronically in
this shareholders' meeting. The period of exercise shall be as
follows: from April 18th 2023 to May 15th 2023. Shareholders please
login to the ”Shareholders’ e Ticket” website of” Taiwan
Depository & Clearing Corporation “and vote in accordance with the
relevant instructions.
【Website address: https://www.stockvote.com.tw/evote/index.html】
(2)According to Article 172-1 of the Company Act and Article 13 of
Articles of Incorporation of the Company, shareholders who hold
more than 1% of the total issued shares may submit proposals.
i. Acceptance period:2023/03/12~2023/03/22
ii. Acceptance location:9F., No.100, Sec. 5, Xinyi Rd.,
Xinyi Dist., Taipei City
iii. Acceptance methods:Written mail to the Company's financial
department
(3)Hybrid shareholders’ meetings date: 2023/05/18 at 09:30
(4)Relevant matters for convening hybrid shareholders’ meetings:
i.The Company will use the e-Meeting Platform by the Taiwan Depository &
Clearing Corporation (TDCC) for this year’s shareholders’ meeting. Any
organization using the e-Meeting Platform are required to be in line with
TDCC’s operating guidelines, Frequently Asked Questions (FAQ) and
instructions, as well as all other relevant documents. Please visit the
TDCC website for more information. (https://www.tdcc.com.tw/portal/zh
/equity/eVote)
ii.Shareholders who choose to attend shareholders’ meetings virtually
will be deemed as having attended in person.
iii.Shareholders, solicitors, or proxy agents who intend to participate
virtually should, starting from 2023/04/18, complete sign-ups and
registrations on the TDCC Stockvote two days prior to the date of their
shareholders’ meeting (before 2023/05/15). Participants will check in,
watch a live stream of the meeting, text questions, and cast their votes
at shareholders’ meetings.
iv.Shareholders, solicitors, or proxy agents who have registered for
attending shareholders’ meetings virtually but intend to attend
physically should withdraw their registration in the same way they
have made the registration two days prior to the date of shareholders’
meetings. Participants who fail to withdraw their registration by the
said deadline can only attend virtually.
v.Shareholders who have exercised their voting right via written or
electronic means but intend to attend shareholders’ meetings virtually
should withdraw their declaration of intention in the same way they have
exercised their voting right two days prior to the date of shareholders’
meetings. If participants fail to withdraw their declaration of
intention by the said deadline, only the ballots cast via written or
electronic means will count.
vi.Shareholders who attend shareholders’ meetings virtually and do
not withdraw their declaration of intent after exercising their voting
right via written or electronic means can only exercise their proposing
and voting rights regarding extempore motions. They cannot vote on the
original meeting proposals and the amendments to the content of the
original meeting proposals, or propose to amend the content of the
original meeting proposals.
vii.Shareholders who have appointed proxy agents to attend
shareholders’ meetings are not allowed to attend themselves, except
for relevant provisions stipulated in the Regulations Governing the
Administration of Shareholder Services of Public Companies or the
Company Act. Shareholders whose Power of Attorney (POA) has arrived
at the Company to state that they have appointed proxy agents to
attend shareholders’ meetings but later intend to attend
shareholders’ meetings virtually should notify the Company to
withdraw their appointment in writing two days prior to the date
of shareholders’ meetings. If participants fail to withdraw their
appointment by the said deadline, only the ballots cast by their
proxy agents will count.
viii.In the event that the e-Meeting Platform fails or shareholders
have difficulty attending virtually, before the chairperson
announces the commencement of shareholders’ meetings or during
the meetings, due to force majeure events, companies should check
the total shares of shareholders that have attended. If the total
shares do not reach the legally required number for resolutions
in shareholders’ meetings after deducting the shares of
shareholders that attend virtually, then the meetings should be
adjourned. The Company will postpone or reconvene their meeting
on 2023/05/22 at 09:30 in Center for Public and Business
Administration Education
(No.187, Jinhua St., Daan District, Taipei City).
Shareholders who have been listed on
the shareholders register by the book closure date are entitled
to attend shareholders’ meetings. The Company will not resend
their meeting notice.
ix.In the event that the said shareholders’ meetings are to be
postponed or reconvened, the Company will issue a Significant
Announcement onto the Market Observation Post System (MOPS).
x.For matters not covered, please refer to the Regulations
Governing the Administration of Shareholder Services of Public
Companies and related regulations.
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