CHC — AGM Information 2017

Jul 27, 2017

CHC Healthcare Group

Additional Materials for 2017 Annual Shareholders’ Meeting

Report Items

1. 2016 Business Report

Explanation: Please refer to Attachment 1 of Meeting Agenda.

1. Supervisor’s Report on review of 2016 audited financial reports Explanation: Please refer to Attachment 2 of Meeting Agenda.

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

3. Explanation: (1). According to paragraph 1 of Article 24-1 of the Company's “Articles of Incorporation” ： When allocating the profit of current year (profit before tax and compensations for employees and remunerations for directors and supervisors), accumulated losses shall be first covered, and then set aside no less than 0.05% of the balance as compensations for employees and no more than 5% as remunerations for directors and supervisors.

   • (2). The Company’s 7th Compensation Committee’s meeting of the 3rd term approved employees' compensation for NT$ 170,000 (0.1%) and directors' and supervisors’ remuneration for NT$ 4,800,000 (2.8%). All the compensations and remunerations will be paid in cash.

4. To report the information of endorsements/guarantees in 2016 Explanation: Please refer to Attachment 3 of Meeting Agenda.

Matters for Ratification

1. 2016 Business Report and Financial Statements

(Proposed by Board of Directors)

• Explanation: (1). The Company’s 2016 Financial Statements (including Consolidated Financial Statements) were audited by independent accountants, Sheng-Wei, Teng and Hsiao-Tzu, Chou of PricewaterhouseCoopers (PwC) Taiwan. Supervisors of the Company have examined both 2016 Business Report and Financial Statements and issued Supervisor’s Report.

• (2). For 2016 Business Report, Supervisor’s Report, Report of Independent Accountants and 2016 Financial Statements (including Consolidated Financial Statements), please refer to Attachment 1, Attachment 2 and Attachment 4 of Meeting Agenda.

• (3). Please ratify it.

Resolution:

2. Proposal for 2016 Earnings Distribution

(Proposed by Board of Directors)

• Explanation: (1). The Company’s net profit after tax of 2016 is NT$ 158,932,373. After setting aside the legal reserve for NT$ 15,893,237, special reserve for NT$ 78,849,191 based on Article 41-1 of “Securities and Exchange Act” and then adding adjusted unappropriated retained earnings at the beginning of 2016 for NT$ 367,810,087, the distributable unappropriated retained earnings at the end of 2016 is NT$ 432,000,032. Proposal for earnings distribution is as followed ：

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CHC Healthcare Group Table of 2016 Earnings Distribution

Item	Amount(NT$)	Amount(NT$)
	Subtotal	Total
Unappropriated retained earnings at the beginningof 2016		372,316,501
Deduct: Adjustment of transactions with non-controllinginterests	(4,506,414)
Adjusted unappropriated retained earnings at the beginningof 2016		367,810,087
Add: Netprofit after tax of 2016	158,932,373
Deduct: Legal reserve	(15,893,237)
Deduct: Special reserve	(78,849,191)
Subtotal		64,189,945
Distributable unappropriated retained earnings at the end of 2016		432,000,032
Distribution items:
Cash dividends(NT$1.004588919per share)		140,489,500
Unappropriated retained earnings at the end of 2016		291,510,532
Chairman: Pei-Lin, Lee CEO: Goung-Yu, Chen CFO: Yi-Chun, Chen

• (2). 2016 earnings distribution is first distributed from earnings in 2016 which is distributable.

• (3). 2016 earnings distribution is based on the number of outstanding shares on December 31, 2016 (139,847,750 shares), and will distribute cash dividend of NT$1.004588919 per share. The cash dividend will be paid with calculation rounded down to the nearest one NTD (any amount under one NTD will be discarded). The remaining fraction will be incorporated into other income of the Company.

• (4). It 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.

• (5). The record date and payment date for cash dividends’ payment will be decided by the Chairman as authorized by shareholders after approved on the Meeting.

• (6). Please ratify it.

Resolution:

Matters for Discussion

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

(Proposed by Board of Directors)

• Explanation: (1). The wording is revised as appropriate to cater for the Company's establishment of an audit committee according to Article 14-4 of “Securities and Exchange Act” and to meet the Company’s operational needs.

• (2). Please refer to Attachment 5 of Meeting Agenda for comparison table of revised articles.

• (3). Please start discussion.

Resolution:

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

(Proposed by Board of Directors)

• Explanation: (1). The wording is revised as appropriate and title of the procedure is renamed as “Procedures for Election of Directors” to cater for the Company's establishment of an audit committee.

• (2). Please refer to Attachment 6 of Meeting Agenda for comparison table of revised articles.

• (3). Please start discussion.

Resolution:

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

(Proposed by Board of Directors)

• Explanation: (1). The wording is revised as appropriate to cater for the Company's establishment of an audit committee.

• (2). Please refer to Attachment 7 of Meeting Agenda for comparison table of revised articles.

• (3). Please start discussion.

Resolution:

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

(Proposed by Board of Directors)

• Explanation: (1). The wording is revised as appropriate in accordance with Letter No. 1060001296 issued on February 9, 2017 by Securities and Futures Bureau, Financial Supervisory Commission, and to cater for the Company's establishment of an audit committee.

• (2). Please refer to Attachment 8 of Meeting Agenda for comparison table of revised articles.

• (3). Please start discussion.

Resolution:

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

(Proposed by Board of Directors)

• Explanation: (1). The wording is revised as appropriate to cater for the Company's establishment of an audit committee and to meet the Company’s operational needs.

• (2). Please refer to Attachment 9 and Attachment 10 of Meeting Agenda for comparison table of revised articles.

• (3). Please start discussion.

Resolution:

Elections (Proposed by Board of Directors)

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

2. Explanation: (1).The term of directors and supervisors of the 4th term Board of Directors of the Company will expire on June 16, 2017. Election of new directors shall be effected in accordance with Article 195 of “Company Act”. Due to the fact that the Company prepares to establish an audit committee pursuant to “Securities and Exchange Act”, there will be no election of supervisors on the Meeting.

   • (2). There are 7 positions (including 4 directors and 3 independent directors) of the Company’s Board of Directors for the 5th term shall be elected on the Meeting. A three-year term of the newly elected members will commence immediately following the conclusion on the Meeting, effective from June 13, 2017 to June 12, 2020. The term of original directors and supervisors will be expired on the spot when the election coming to a result.

   • (3). According to Article 192-1 of “Company Act”, Article 14-2 of “Securities and Exchange Act” and “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” governing relevant matters for compliance, list of candidate after examination by the Board of Directors is as followed ：

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Name		Education & Experience	Current Shareholdings
Gui-Duan, Chen		PhD in Economic Law, Graduate School, China University of Political Science and Law Master, Graduate Institute of Public Finance, National Chengchi University CPA License holder Past Positions: Accounting Administrator, Taiwan Power Company Legislative assistant, Budget Center, Legislative Yuan, Republic of China (Taiwan) Chair, Department of Accounting / Graduate School of Accounting and Public Finance / Corporate Governance Research Center, Feng Chia University Standing Directors, Taiwan CPA Association Current Positions: Arbitrator, Chinese Arbitration Association / Taipei and Guangzhou Arbitration Commission Adjunct Professor, Department of Accounting, Feng Chia University Adjunct Professor, Department of Accounting, National Chung Hsing University Supervisor, Feng Chia University CPA, EnWise CPAs & Co. Supervisor, Swancor Holding Co., LTD.	0 share
Chang-Jian, Ho		School of Chinese Medicine, China Medical University (originally known as China Medical College) A Pass on Exams for Doctors Held by Ministry of Examination Certification specialist, department of radiology Certification specialist, department of geriatrics and gerontology Past Positions: Resident / Chief Resident / Attending Physician / Director, Department of Radiology, Heping Fuyou Branch, Taipei City Hospital (originally known as Taipei Municipal Hoping Hospital) Adjunct Director, Engineering Affairs Office, Heping Fuyou Branch, Taipei City Hospital (originally known as Taipei Municipal Hoping Hospital) Adjunct Attending Physician, Department of Medical Imaging (originally known as Department of Radiology), National Taiwan University Hospital Current Positions: Special Physician, Heping Fuyou Branch, Taipei City Hospital	0 share
Geng-Wang, Laiw		Master, Department of Health Services Administration, China Medical University School of Medicine, China Medical University A Pass on Exams for Doctors Held by Ministry of Examination Certification specialist, department of emergency medicine Past Positions: Resident / Attending Physician, Department of Emergency Medicine, China Medical University Hospital Resident, Department of Medicine, Taichung Hospital, Ministry of Health and Welfare (originally known as Taichung Hospital) Attending Physician, Department of Emergency Medicine, Taichung Tzu Chi Hospital, Buddhist Tzu Chi Medical Foundation Current Positions: Director, Research Department / Attending Physician, Department of Emergency Medicine / Acting Director, Planning and Public Affairs, YeeZen General Hospital	0 share

(4). Please vote.

Election Results:

Other Proposals (Proposed by Board of Directors)

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

2. Explanation: (1). According to Article 209 of “Company Act”, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

   • (2). It requests shareholders’ approval on the Meeting to release the directors and their representatives from non-competition restrictions in order to meet the Company’s business needs and operations development.

   • (3). Please start discussion.

Resolution:

Extemporary Motions

Meeting Adjourned