CHC — AGM Information 2017

Jul 27, 2017

Meeting Announcement for Annual Shareholders’ Meeting

2017 Annual Shareholders’ Meeting (the “Meeting”) of CHC Healthcare Group (the “Company”) will be convened at 9:00 a.m., June 13, 2017 at 1F., No.30, Sec. 3, Xinsheng S. Rd., Da’an Dist., Taipei City 106, Taiwan (Room 103 of Howard Civil Service International House). (Registration time for shareholders to attend the Meeting is 8:30 a. m. and location for register is the same as where the Meeting is.)

1. The agenda for the Meeting is as follows:

• (1). Report Items

  • A. 2016 Business Report

  • B. Supervisor’s Report on review of 2016 audited financial reports

  • C. To report the distribution of the compensations for employees and remunerations for directors and supervisors of 2016

  • D. To report the information of endorsements/guarantees in 2016

• (2). Matters for Ratification

  • A. 2016 Business Report and Financial Statements

  • B. Proposal for 2016 Earnings Distribution

• (3). Matters for Discussion

  • A. Amendment to the Company's “Articles of Incorporation”

  • B. Amendment to the Company's “Procedures for Election of Directors and Supervisors”

  • C. Amendment to the Company's “Rules of Procedure for Shareholders’ Meetings”

  • D. Amendment to the Company's “Procedures Governing the Acquisition or Disposal of Assets”

  • E. Amendment to the Company's “Operational Procedures for Loaning Funds to Others” and “Procedures for Endorsement & Guarantee”

• (4). Elections

  • A. To elect directors of the Company’s Board of Directors for the 5th term

• (5). Other Proposals

  • A. To release the new directors and their representatives from non-competition restrictions

• (6). Extemporary Motions

• Major content of “Proposal for Distribution of 2016 Profits” is as followed:

• Total cash dividends are NT$140,489,500, which means cash dividend of NT$1.004588919 per share. The record date and payment date will be decided by the Chairman as authorized by shareholders after approved on the Meeting. It also

requests shareholders’ approval on the Meeting that the Chairman will be authorized to adjust the dividend distribution ratio based on the actual number of outstanding shares if there is any change in number of common shares of the Company which consequently leads to a change in the ratio.

1. (1). 7 directors (including 3 independent directors) of the Company are proposed to be elected on the Meeting.

2. (2). List of candidate adopted the candidates nomination system: 【 independent directors: Gui-Duan, Chen / Chang-Jian, Ho / Geng-Wang, Laiw 】

3. (3). Website for relevant information of candidates such as educational background and experience: 【 http://mops.twse.com.tw 】

4. Pursuant to Article 209 of “Company Act”, it requests shareholders’ approval on the Meeting to release the new directors and their representatives from non-competition restrictions. New directors’ items of competitive conduct to be permitted to engage will be supplemented when coming to the proposal on the Meeting.

5. The letter is delivered with a “Meeting Announcement for Annual Shareholders’ Meeting” and a “Form of Proxy” enclosed herein. If joining in person, please bring the official notice of meeting and register in person on the meeting day. If entrusting others to participate in, please fill up and sign/seal on the “Form of Proxy” and send back to CTBC Bank Acting Department, the shares services agency of the Company, 5 days before the Meeting and use the voucher to attend the Meeting.

6. If someone solicits the proxies publicly, the Company will compile and upload relevant information on website of Securities and Futures Institute (S.F.I.) on May 12, 2017. If requiring such information, please visit S.F.I.’s website (http://free.sfi.org.tw), click on “enter to check proxies/announcements/meeting materials” and input search criteria.

7. The proxy tallying and verification service agent for the Meeting is CTBC Bank Acting Department.

8. Please note and act accordingly. Sincerely yours,

Board of Directors, CHC Healthcare Group