CHC — AGM Information 2021

Jul 20, 2021

Meeting Notice for 2021 Annual Shareholders’ Meeting

In the Time of COVID-19 (Coronavirus Disease 2019)

1. It is advised to make extensive use of “TDCC’s e-voting platform for shareholders’ meeting” (www.stockvote.com.tw) to exercise voting.

2. Shareholders who tend to attend the Meeting in person should wear their own masks and cooperate with body temperature taken. Anyone who does not wear a mask or with forehead thermometer reading of 37.5 degrees Celsius or higher / ear thermometer reading of 38 degrees Celsius or higher in two consecutive times will be prohibited from entering the venue.

3. If there is a necessity for changing the Meeting’s venue due to COVID-19, new location will be announced separately.

2021 Annual Shareholders’ Meeting (the “Meeting”) of CHC Healthcare Group (the “Company”) will be convened at 9:00 a.m., June 16, 2021 at 7F., No. 369, Fuxing N. Rd., Taipei City, Taiwan (Salt & Light Conference Center). (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). Matters for Report

   • A. 2020 business report

   • B. Audit committee’s report on review of 2020 audited financial reports

   • C. To report the distribution of dividends and bonuses in cash of 2020

   • D. To report the distribution of the compensations for employees and remunerations for directors of 2020

   • E. To report the information of endorsements/guarantees in 2020

   • F. To report the reasons for the invite subscription for the 4th issue of secured convertible corporate bonds as well as other relevant matters

   • G. To report the status of the private placement of common shares approved by 2020 Annual Shareholders’ Meeting

3. (2). Matters for Ratification

   • A. 2020 business report and financial statements

   • B. Proposal for 2020 earnings distribution

4. (3). Matters for Discussion

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

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

5. (4). Extemporary Motions

6. The Company’s Board of Directors resolved to distribute cash dividend of NT$ 313,648,149, which means cash dividend of NT$2.01 per share. The Company’s Board of Directors also authorized the Chairman to decide the record date and payment date for cash dividends’ payment, and 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.

7. According to Article 172 of “Company Act”, the essential contents shall be posted on the website of Market Observation Post System (http://mops.twse.com.tw/mops/web/index).

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

9. The letter is delivered with a “Meeting Notice for 2021 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.

10. 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 14, 2021. 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.

11. The shareholders may cast electronic votes at the Meeting of which the electronic voting period will be from May 15, 2021 to June 13, 2021. 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.

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

13. Please note and act accordingly.

Sincerely yours,

Board of Directors, CHC Healthcare Group

【 Attachment 】

Proposal of Private Placement:

1. To enhance the 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 since the date resolved by the Meeting following Article 43-6 of “Securities and Exchange Act”. Relevant information is as follows:

2. (1). The basis and reasonableness of the private placement pricing:

   • A. The price per share set for privately placed common shares may not be lower than 80% 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.

   • B. It is 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.

   • C. It is believed to be reasonable due to the basis for the method by which the price was set and terms above are all complied with relevant laws and regulations and in line with market situation.

3. (2). The method, objectives, necessity and anticipated benefits for selecting the specific persons:

   • A. The method and objectives for 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”.

   • B. 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.

4. (3). The reasons for the necessity for conducting the private placement:

   • A. 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.

   • B. The limit on the private placement: Within the limit of 20,000 thousand shares

   • C. The use of the funds raised by installments and the anticipated benefits: The funds raised by installments 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.

5. (4). The Company has not experienced any significant change in managerial control due to the introduction of a strategic investor through private placement or other factors in the previous year.

6. The new private placement shares shall have the same rights and obligations as holders of common shares of the Company except for 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 is proposed to the Meeting to authorize the Board of Directors to apply to the competent authority for retroactive handling of public issuance procedures for the private placement shares after three full years since the delivery date based on “Securities and Exchange Act” and relevant rules.

7. It is proposed to the Meeting to authorize the Board of Directors to make amendment and supplement to 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.

8. It is proposed to the Meeting to authorize the Chairman 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. Relevant information will also appear on the Company’s website (http://www.chcg.com).