CHC — AGM Information 2018

Jul 27, 2018

Meeting Notice for Annual Shareholders’ Meeting

2018 Annual Shareholders’ Meeting (the “Meeting”) of CHC Healthcare Group (the “Company”) will be convened at 9:00 a.m., June 11, 2018 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:

2. (1). Report Items

   • A. 2017 Business Report

   • B. Audit Committee’s Report on review of 2017 audited financial reports

   • C. To report the distribution of the compensations for employees and remunerations for directors of 2017

   • D. To report the information of endorsements/guarantees in 2017

   • E. To report the reasons for the invite subscription for the third issue of secured convertible corporate bonds as well as other relevant matters

   • F. To report the amendment to the Company's “Procedures for Ethical Management and Guidelines for Conduct” and “Code of Ethical Conduct”

3. (2). Matters for Ratification

   • A. 2017 Business Report and Financial Statements

   • B. Proposal for 2017 Earnings Distribution

4. (3). Matters for Discussion

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

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

   • C. To propose the issuance plan for a private placement of common shares

5. (4). Extemporary Motions

6. Major content of “Proposal for Distribution of 2017 Profits” is as follows:

7. Total cash dividends are NT$153,904,983, which means cash dividend of NT$1.1 per share. The record date and payment date will be decided by the President as authorized by shareholders after approved on the Meeting. It also requests shareholders’ approval on the Meeting that the President 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.

8. Pursuant to Article 209 of “Company Act”, it requests shareholders’ approval on the Meeting to release the following board members from non-competition restrictions.

9. (1). Director: Tien-Ying, Lee, also Representative of a Juristic-Person Director and Chief Operations Officer of Swissray Global Healthcare Holding Ltd.

10. (2). Independent Director: Gui-Duan, Chen, also Independent Director of Lee Chi Enterprises Co., Ltd.

11. (3). Independent Director: Geng-Wang, Laiw, also Attending Physician, Department of Emergency Medicine / Secretary-General, Superintendent Office / Director, Planning and Public Affairs, YeeZen General Hospital

12. The Company has proposed a private placement of common shares, relevant information please refer to the attachment below.

13. The letter is delivered with a “Meeting Notice 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.

14. 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 11, 2018. If requiring such information, investors may refer to “Free Database for Proxy Information” on S.F.I.’s website (http://free.sfi.org.tw) and input search criteria.

15. The shareholders may cast electronic votes at the Meeting of which the electronic voting period will be from May 12, 2018 to June 8, 2018. Please login into the “TDCC’s e-voting platform for shareholders’ meeting” on the website of Taiwan Depository & Clearing Corporation (https://www.stockvote.com.tw) and cast votes in accordance with the instruction.

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

17. Please note and act accordingly.

Sincerely yours,

Board of Directors, CHC Healthcare Group

【 Attachment 】

To enhance the long-term relationship with strategic investors and consider the effectiveness of raising capital, the Company has proposed a private placement of common shares within the limit of 20,000 thousand shares and may be carried out by installments (no more than 3 times) within one year of the date of the resolution of the Meeting in accordance with Article 43-6 of “Securities and Exchange Act”. Relevant information is as follows:

1. The basis and reasonableness of the private placement pricing

2. (1). The price per share fixed for privately placed common shares may not be lower than 80 percent of the reference price. The reference price shall be the higher of the following two calculations:

   • A. The simple average closing price of the common shares for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.

   • B. The simple average closing price of the common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.

3. (2). It will be proposed to the Meeting to authorize the Board of Directors to determine the actual price determination date and issuance price in accordance with the status of selecting the specific persons and the market situation, also the price can’t be lower than the percentage for the private placement pricing set by the Meeting.

4. The method, objectives, necessity and anticipated benefits for selecting the specific persons

5. (1). The method and objectives of selecting the placee: To enhance the relationship with strategic investors, the Company plans to select the specific persons in accordance with Article 43-6 of “Securities and Exchange Act”.

6. (2). The necessity and anticipated benefits: The Company proposed to engage with strategic investors through private placement to raise capital for the Company’s long-term operating plan and future business development. It is expected that the private placement will strengthen future competitiveness, improve financial structure, enrich working capital and have advantage on the Company’s long-term development. Cooperation with strategic investors may lead to broader business territory, which also has positive influence on shareholders’ equity.

7. The reasons for the necessity for conducting the private placement

8. (1). The reasons for not using a public offering: Considering the regulation of three year no-trading period, it will help assure the long-term relationship between the strategic investors and the Company through private placement.

9. (2). The limit on the private placement: Within the limit of 20,000 thousand shares

10. (3). The use of the funds raised and the anticipated benefits: The funds raised in the private placement will be used to enrich working capital and for future development needs. It is expected to strengthen financial structure, replenish working capital and improve competitiveness of the Company.

11. The new private placement shares shall have the same rights and obligations as holders of common shares of the Company except the transfer limitation of privately placed securities within three years of the delivery date stated in Article 43-8 of “Securities and Exchange Act”. It will be proposed to the Meeting to authorize the Board of Directors to file with the competent authority for retroactive handling of public issuance procedures for the private placement shares after three full years have elapsed since the delivery date based on “Securities and Exchange Act” and relevant rules.

12. It will be proposed to the Meeting to authorize the Board of Directors to make amendment, supplement or take any actions toward the issuance price, terms and conditions, particulars of the plan and the actual status and other relevant matters related to the private placement if there occurs any update of R.O.C. laws or regulations, request by the authority, change of the market conditions or due to any subjective and objective factors.

13. It will be proposed to the Meeting to authorize the President to represent the Company to negotiate and sign any document and contract with regard to the private placement plan, also to represent the Company for matters regarding the plan.

Based on Article 43-6 of “Security and Exchange Act”, with regards to the required information of the Company’s private placement proposal, please refer to the website of MOPS (http://mops.twse.com.tw): After entering the website, investors may click “Invest Zone”, then click “Private Placement Zone” and then click “Information for Private Placement” to input search criteria for “Required Information to be Specified to Shareholders’ Meeting”. Relevant information will also appear on the Company’s website (http://www.chcg.com).