DE LICACY — AGM Information 2023

Jun 30, 2023

DE LICACY INDUSTRIAL CO., LTD. Notice of 2022 Annual General Shareholders’ Meeting

To the shareholders ：

1. It is scheduled to hold the Company’s 2022 regular shareholders meeting at 9:00 am on June 14, 2023 (Wednesday) at No. 240, Sansheli, Xincheng District, Tainan City (the first floor of the Company’s employee activity center). Start time for shareholders to register: 8:30 am, and the registration place is the same as the meeting place. The reasons for convening the meeting are as follows:

2. 1.Announcements

3. (1).Report of the allocation of Directors' remuneration and Employee bonus

4. stock in 2022

5. (2).2022 Annual Business Report

6. (3).Report of the 2022 final accounts reviewed by the Audit Committee

7. (4).Report of investment in China

8. (5).Report of the company’s endorsements and guarantees

9. 2.Acknowledgement

10. (1).2022business report and proposals for ratification of individual financial

11. statements and consolidated financial statements

12. (2).Proposal for recognition of earnings distribution in 2022

13. 3.Discussion matters

14. (1). Proposal in discussion for amendment of Company’s “Regulations Governing Procedure for Board of Directors Meetings”

15. (2). Discussion for amendment of Company’s “Procedures for Ethical Management

16. and Guidelines for Conduct”

17. (3). Proposal in discussion for transfer of surplus into capital increase and issuance of new shares

18. Elections

     - (1). Proposal in election of 7 directors (including 4 independent directors)
    

    1. Other motions

       • (1). Proposal in discussion for removal of ban of non-competition for newly appointed directors

19. Extraordinary motions

20. In accordance with Article 165 of the Company Art, from April 16, 2023 to June 14, 2023, the stock transfer registration shall be suspended

21. 3.The board of directors of the company has resolved to distribute stock dividends and cash dividends based on surplus distribution, as follows ：

22. (1)stock dividend ： ①To enrich working capital and for the need of future business

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development, shareholder dividends of NT$230,739,390 was proposed for allocation from the distributable surplus in 2022, and transfer of surplus into capital increase and issuance of new shares for NT$23,073,939 shares, with a par value of NT$10 per share.

• ②According to the shareholding proportion by shareholders

• listed in the shareholder register on the base day of capital increase and allotment, 60 shares free of charge shall be distributed for every thousand shares, while the allotment of odd and less than one share shall be done by the shareholder within five days from the date of account transfer. If the allotment not conducted within the time limit or if the amount of balance of such distributable surplus profit is less the par value of one share, it shall be paid in cash in compliance with Article 240 of the Company Act, with round up to NT$1, and the shares shall be purchased by designated person by the authority of the chairman.

  • ③Thereafter, if there is change to company’s share capital (including but not limited to factors such as capital increase or treasury stock capital reduction) before the base date of capital increase, which affects the total number of outstanding shares, resulting in a change in the ratio of allotment of shareholders, the adjustment shall be proposed to the shareholders’ meeting for the authorization by the chairman.

  • ： ①Cash Dividends for Surplus Distribution (yuan/share)Cash Dividends for Surplus Distribution (yuan/share) ： 0.4 。 ②Total cash (dividends) distributed by shareholders (yuan) ： 153,826,261

• (2) Cash dividend ： ①Cash Dividends for Surplus Distribution (yuan/share)Cash Dividends for Surplus Distribution (yuan/share) ： 0.4 。

• In addition to announce at the Public Information Observatory, notice is hereby given, attached with a copy of the notice and a letter of authorization of the regular shareholders meeting, your presence is requested and hope you can take the time to attend. To attend in person, please send the second copy back for registration, or go through the registration formalities in person at the meeting place on the day of the regular shareholders meeting. When entrusting others to attend as an agent, please refer to the instructions for use of letter of authorization and fill in the fifth copy of the letter of authorization, fold and return it. Please deliver it to the stock affairs agency of Yuanfu Securities Co., Ltd., the company's stock affairs representative, five days before the meeting to attend the shareholders meeting.

• If there is a public request for the letter of authorization, the Company will upload to the consortium securities and futures market development foundation by May 12, 2023 at the latest. (Website: https : //free.sfi.org.tw) If you want to inquire about this information, please visit the website to inquire (stock code:1464).

• The voting rights can be exercised electronically at this meeting of shareholders.The

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• exercise period is: from May 15, 2023 to June 11, 2023 please log in to the "Shareholder e-Ticket Pass" webpage of Taiwan Depository & Clearing Corporation and vote according to the relevant instructions.

• (website: https://www.stockvote.com.tw)

• The shareholders' meeting exercised voting rights by electronic voting, and the agency for statistical verification of the power of attorney was the stock agency department of Yuanfu Securities Co., Ltd.

• Please transact as above.

To

Shareholders

Yours sincerely, The board of directors of De Licacy Industrial Co., Ltd.

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