CCI Yilan - AGM Information 2021 | FinancialReports.eu

Stock Code：1342

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Cathay Consolidated, Inc.

2021 Annual Shareholders＇ Meeting Meeting Agenda (Translation)

May 18,2021

Ⅰ、Meeting procedure ............................................ 1 Ⅱ、Meeting Agenda ............................................... 2 Ⅲ、Report Items ................................................. 3 Ⅳ、Proposed Resolutions ......................................... 4 Attachments: Ⅰ、2020 Business Report ......................................... 7 Ⅱ、Audit Committee＇s review report .............................. 9 Ⅲ、Employee remuneration and Director remuneration .............. 10 Ⅳ、Independent Auditors＇ Report ................................ 11 Ⅴ、Profit Distribution Table.................................... 19 Ⅵ、Standard of Issue Employee Restricted Stock Awards (RSAs) .... 20 Appendixes: 1、Shareholdings of All Directors ................................ 26 2、Shareholder proposal information .............................. 27 3、Articles of Incorporation .................................... 28 4、Rules and Procedures of Shareholders＇ Meeting ................ 37

Ⅰ、Meeting procedure

一、Call Meeting to Order
二、Chairman＇s Address
三、Report Items
四、Proposed Resolutions
五、Motion
六、Meeting Adjourned

Ⅱ、Meeting Agenda

Time：10:00 AM on May 18 (Tuesday), 2021

Place：NO.15, Gongyuan 2nd Rd., Wuchieh Township, Yi-Lan County 268, Taiwan (R.O.C.) (Shangrila Boutique Hotel)
1、Call Meeting to Order
2、Chairman＇s Address
- Chairman： George T.S. Liu, Chairman of the Board of Directors
3、Report Items
(1) To report the business of 2020
(2) Audit Committee＇s Review Report
(3) To report 2020 employees＇ profit sharing bonus and directors＇ compensation
4、Proposed Resolutions
(1) To accept 2020 Business Report and Financial Statements
(2) 2020 Earnings Distribution Table
(3) Revised the "Regulations Governing Procedure for Board of Directors Meetings ".
5、Motion
6、Meeting Adjourned

Ⅲ、Report Items

1、To report the business of 2020

Description: Please refer to Attachment Ⅰ.

2、Audit Committee＇s review report
Description: Please refer to Attachment Ⅱ.
3、To report 2020 employees＇ profit sharing bonus and directors＇ compensation
Explanatory Notes： Please refer to Attachment Ⅲ.

Ⅳ、Proposed Resolutions

1、To accept 2020 Business Report and Financial Statements (Proposed by the Board of Directors)

Description:

(1) Cathay＇s 2020 Financial Statements has been audited by Ernst & Young CPA firm with unqualified opinion.
(2)2020 Business Report and Financial Statements are attached hereto as Attachments I and Ⅳ.
(3) Cathay＇s 2020 Financial Statements has been audited by Ernst & Young CPA firm with unqualified opinion.

Resolution:

2、The Company's 2020 annual dividend distribution, submitted for discussion. (Proposed by the Board of Directors) Description:
(1) The net income after tax of the Company in 2020 is NT$196,226,637,
- the distributable surplus is NT$263,845,858.
(2) We propose cash dividend is per share of NT$2.5. Please refer to Annex Ⅴ for the Company's disposition of net income.
(3) Upon the approval of the annual shareholders meeting for the appropriation of net income, the board of shareholders is hereby requested to authorize the board of directors to determine the schedule of dividend distribution and other relevant matters.
(4) The dividend will be paid in cash with calculation rounded down to the nearest one NTD (any amount below one NTD will be discarded). The remaining fraction will be incorporated into other revenue of the Company.
(5) In the event of any change in the number of outstanding shares resulting from the buyback of the Company＇s common stock, transfer, conversion or cancellation of the treasury shares, the exercise of the employee stock options or the conversion

of convertible bonds, the dividend ratio must be adjusted. It is proposed to fully authorize the board of directors to adjust the dividend ratio and to proceed on the relevant matters.

Resolution:

3、Establish the "Standard of Issue Employee Restricted Stock Awards (RSAs)"（Proposed by the Board of Directors）
Description:
(1) In order attract and retain the professional talents needed by the company, and to improve employees' centripetal force and sense of belonging to the company, and jointly create higher company value and shareholders' equity. In accordance with Article 267, paragraph 8 and paragraph 10 of the "Company Act". and the relevant regulations of"Regulations Governing the Offering and Issuance of Securities by Securities Issuers" issued by the Financial Supervisory Commission, establish the "Standard of Issue Employee Restricted Stock Awards (RSAs)". Please refer to Annex Ⅵ.
(2) Issue period: Company may issue one-time or multiple issues within one year approved by the competent authority. The actual issue date is determined by the chairman of the board authorized by the board of directors.
(3) Qualification requirements for employees:
- A. Full-time employees on the RSAs granted date.
- B. List of eligible employees and granted amount will be determined based on the years of service, job grades, work performance and contribution, honorable achievements, and other necessary factors. This list will be proposed by the chairman and sent to the Board of Directors for approval. However, for employees who are managerial officers or the board members, the award of such shares is subject to approval from the Compensation Committee.
- C. Where an issuer issues employee stock warrants under Article 56-1, paragraph 1, the cumulative number of shares subscribed by a single warrant holder of the

employee stock warrants, in combination with the cumulative number of new restricted employee shares obtained by the single warrant holder, may not exceed 0.3 percent of the issuer＇s total issued shares. And the above in combination with the cumulative number of shares subscribed by the single warrant holder of employee stock warrants issued by an issuer under Article 56, paragraph 1, may not exceed 1 percent of the issuer＇s total issued shares. However, with special approval from the central competent authority of the relevant industry, the total number of employee stock warrants and new restricted employee shares obtained by a single employee may be exempted from the above-mentioned restriction.

(4) Total amounts (shares) of issuance: 7,000,000 shares, with NT$10 per share, total value is NT$70,000,000.
(5) Issuance conditions: According to the implementation rules of each time.

Resolution:

Ⅴ、Motion：

Ⅵ、Meeting Adjourned

Attachment Ⅰ

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Attachment Ⅱ

Attachment Ⅲ

Employee remuneration and Director remuneration

In accordance with Article 21 of the articles of association of the Company, "the Company shall allocate at least 1% for the employees＇ remuneration and not more than 5% for the directors＇ remuneration in the event of profits in the year".
We proposed Employee Remuneration and Director Remuneration Distribution in 2020:

(Unit: NT$)

		(Unit:
Items	Amount	As a Percentage of Pretax Net Profit
Employee Bonus	13,424,086	5%
Bonus to Directors	6,712,043	2.5%

The remuneration for employees and directors is expected to be paid in cash.。

Attachment Ⅳ

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Attachment Ⅴ

Attachment Ⅵ

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Appendix 1

Directors ’ Shareholdings & Minimum Shareholdings Required

Follow Securities and Exchange Act Art 26 and 「Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies」，：

1.Directors Shareholdings and Legal Minimum Shareholdings is as follows:

Common shares issued

67,845,363 shares

Legal holding of all directors in number of shares 5,427,629 shares

2.As of March 20, 2021, all board members＇ shareholdings are as follows: 3.

3.
Position	Name	Shares
		At the time of appointment	Closing date
Chairman	George Liu	11,752,044	12,151,359
Director	Syu Guang-Huei	0	0
Director	Cyue Cing-Sian	35,714	35,714
Director	Stephen Wendell Howard	0	0
Independent Director	Shih Sin-Chuan	0	0
Independent Director	Pan Sian	0	0
Independent Director	Wu Cun-Yi	0	0
	合計	11,787,758	12,187,073

Appendix 2

Shareholder proposal information

1、According to Article 172-1 of the Company Law, the time for the shareholders' proposal to be accepted at this regular shareholders meeting is from March 12, 2021 to March 22, 2021, and it has been announced in the Market Observation Post System.
2、During that period, no proposals from shareholders holding more than 1% of the total issued shares of the company have been received.

Appendix 3

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Appendix 4

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AI assistant

CCI Yilan AGM Information 2021

51786_rns_2021-06-04_481e8f1a-2b0a-4fdb-9668-442861343efb.pdf

Cathay Consolidated, Inc.

Table of Contents

Ⅰ、Meeting procedure

Ⅱ、Meeting Agenda

Ⅲ、Report Items

Ⅳ、Proposed Resolutions

Directors ’ Shareholdings & Minimum Shareholdings Required

Shareholder proposal information

AI assistant

CCI Yilan — AGM Information 2021

51786_rns_2021-06-04_481e8f1a-2b0a-4fdb-9668-442861343efb.pdf

Cathay Consolidated, Inc.

Table of Contents

Ⅰ、Meeting procedure

Ⅱ、Meeting Agenda

Ⅲ、Report Items

Ⅳ、Proposed Resolutions

Directors ’ Shareholdings & Minimum Shareholdings Required

Shareholder proposal information

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CCI Yilan AGM Information 2021