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Statement
| 1.Date of the board of directors resolution:2022/03/25
2.General shareholders' meeting date:2022/06/30
3.General shareholders' meeting location:No.9, Dacheng Rd.,Taoyuan Dist.,
Taoyuan City,Taiwan(Guishan Industrial Park Service Center)
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 I.Reported matters:
(1)Business Report of 2021.
(2)Inspection Report of Audit Committee of 2021.
(3)Report of the implementation of capital reduction and the implementation
of sound operation plan 2021.
(4)Report of private placement plan 2021.
6.Cause for convening the meeting II.Acknowledged matters:
(1)Proposal of Business Report and Financial Statements 2021.
(2)Proposal of deficit compensation 2021.
7.Cause for convening the meeting III.Matters for Discussion:
(1)Proposal of the private placement plan.
(2)Proposal of amendment of the"Articles of The Company Act".
(3)Proposal of amendment of the"Regulations Governing the Acquisition and
Disposal of Assets".
(4)Proposal of amendment of the"Regulations Governing Loaning of Funds".
8.Cause for convening the meeting IV.Election matters:
(1)By election of one independent director of the company.
9.Cause for convening the meeting V.Other Proposals:NA
10.Cause for convening the meeting VI.Extemporary Motions:NA
11.Book closure starting date:2022/05/02
12.Book closure ending date:2022/06/30
13.Any other matters that need to be specified:
(1)In accordance with the provisions of article 172-1 and article 192-1 of
the company law,shareholders holding more than 1% of the total issued shares
of the company can submit proposals for the general meeting of shareholders
and nominate a list of independent directors to the company.
(2)Shareholders' proposals shall be limited to one proposal.If there is more
than one proposal,it shall not be included in the proposal.The proposed
proposal shall be limited to 300 words.If it exceeds 300 words,the proposal
shall not be included in the proposal.
(3)The number of independent director candidates nominated by shareholders
is limited to 1 seat,and if more than 1 seat,all candidates will be invalid.
The professional qualifications,shareholding and part-time restrictions of
independent director candidates shall comply with"Regulations Governing
Appointment of Independent Directors and Compliance Matters for Public
Companies".
(4)Location for shareholders' submission of proposal: No.2-1, Xing-Hua Rd.
,Taoyuan Dis.,Taoyuan,Taiwan.
(5)Period for shareholders' submission of proposal: 2022/04/22~2022/05/02
(6)Relevant matters for convening hybrid shareholders' meetings:
i.Hybrid shareholders' meetings will be convened in accordance with
Paragraph 3, Article 172-2 of the Company Act and announced to amend
Chapter II-2 of the Regulations Governing the Administration of
Shareholder Services of Public Companies of the draft. It will be
revised accordingly, if needed, after the formal regulations be published.
ii.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/
page/show/402897967d841dba017e8eea7fc5009c)
iii.Shareholders who choose to attend shareholders' meetings virtually
will be deemed as having attended in person.
iv.Shareholders, solicitors, or proxy agents who intend to participate
virtually should, starting from 2022/05/31, complete sign-ups and
registrations on the TDCC Stockvote two days prior to the date of their
shareholders' meeting (before 2022/06/27). Participants will check in,
watch a live stream of the meeting, text questions, and cast their votes
at shareholders' meetings.
v.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.
vi.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.
vii.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.
viii.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.
ix.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 2022/06/30 at 09:00 in (No.9, Dacheng Rd.,Taoyuan Dist.,
Taoyuan City,Taiwan(Guishan Industrial Park Service Center)).
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.
x.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).
xi.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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