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Dawushan Farm Technology Co., Ltd. Proxy Solicitation & Information Statement 2026
52674_rns_2026-04-20_ae6a1779-5ade-4901-b764-c28d09bc5e65.pdf
Proxy Solicitation & Information Statement
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大武山牧場科技股份有限公司
DAWUSHAN FARM TECHNOLOGY CO., LTD.
股票代號(TSE)
6952
115 年第一次股東臨時會
2026 First Extraordinary Shareholders' Meeting
議事手冊
Meeting Handbook
時間：中華民國 115 年 2 月 4 日（星期三）上午 10 時
Time: 10:00 AM, Wednesday, February 4, 2026
地點：高雄市湖內區中山路二段 206 號（福記湖內廠一樓會議室）
Location: 1st Floor Conference Room, Fu Che Hunei Factory, No. 206, Section 2, Zhongshan Road, Hunei District, Kaohsiung City
Table of Contents
Meeting Procedure ... 1
Meeting Agenda ... 2
Election ... 3
Discussion ... 3
Extraordinary Motions ... 3
Adjournment ... 3
Attachment ... 4
Attachment 1 The List of Director and Independent Director Candidates ... 5
Attachment 2 Concurrent Positions of Director and Independent Director Candidates ... 7
Appendix ... 8
Appendix 1 Articles of Association ... 9
Appendix 2 Rules of Procedure for Shareholder Meetings ... 15
Appendix 3 Procedures for Election of Directors ... 25
Appendix 4 Shareholding of Directors ... 28
DAWUSHAN FARM TECHNOLOGY CO., LTD.
2026 First Extraordinary Shareholders' Meeting Meeting Procedure
I. Call the meeting to order
II. Chairman's message
III. Election
IV. Discussion
V. Extraordinary motions
VI. Adjournment
2
DAWUSHAN FARM TECHNOLOGY CO., LTD.
2026 First Extraordinary Shareholders' Meeting
Meeting Agenda
Date & time: 10:00 a.m., February 4, 2026 (Wednesday)
Venue: 1st Floor Conference Room, FU CHE Hunei Factory, No. 206, Section 2,Zhongshan Road, Hunei District, Kaohsiung City
Method: Physical meeting
I. Call the meeting to order
II. Chairman's message
III. Election
Proposal for the general re-election of directors of the Company.
IV. Discussion
Proposal to release the restriction on non-competition for the newly appointed directors and their representatives of the Company.
V. Extraordinary motions
VI. Adjournment
3
Election
Proposed by the Board of Directors
Cause of motion: Proposal for the general re-election of directors of the Company.
Description:
-
The term of office of the current directors is due to expire on May 16, 2026. It is proposed to conduct a general re-election of all directors in advance at the first extraordinary shareholders’ meeting to be held on February 4, 2026.
-
In accordance with the Company’s Articles of Incorporation, it is proposed to elect seven directors (including three independent directors). The incumbent directors shall be discharged as of the date of re-election, and the newly elected directors shall assume office immediately upon conclusion of this extraordinary shareholders’ meeting for a term of three years, commencing from February 4, 2026 to February 3, 2029.
-
The Company has established the Audit Committee and the Remuneration Committee. All newly elected independent directors will serve as members of the above committees and exercise their duties and powers in accordance with the law.
-
The election of directors shall adopt the candidate nomination system. Shareholders shall elect directors and independent directors from the list of nominated candidates. For details of the list of director and independent director candidates, please refer to Attachment 1 on page 5 of this handbook.
-
Please proceed with the election.
Election results:
Discussion
Proposed by the Board of Directors
Cause of motion: Proposal to release the restriction on non-competition for the newly appointed directors and their representatives of the Company.
Description:
-
Pursuant to Article 209 of the 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.”
-
In view of business necessity, the Company recognizes that its directors may need to engage, either for themselves or on behalf of others, in acts within the scope of the Company’s business. Therefore, in accordance with Article 209 of the Company Act, it is proposed that the shareholders’ meeting resolve to release the newly elected directors and their authorized representatives from the restriction of engaging in competing business.
-
For details regarding the concurrent positions held by the candidates for directors and independent directors in other companies, please refer to Attachment 2 on page 7 of this handbook.
-
Please proceed for discussion.
Resolution:
Extraordinary Motions
Adjournment
4
DAWUSHAN FARM TECHNOLOGY CO., LTD.
2026 First Extraordinary Shareholders' Meeting Attachment
Attachment 1 The List of Director and Independent Director Candidates
| Category | Name | Education, professional qualifications, experience and current positions | Shareholding | |
|---|---|---|---|---|
| Director | Kuo Hsing Poultry & Livestock Feeds CO., LTD. Representative: Feng-Chun Lin | Education | Department of Business Administration, Cheng Shiu University | 10,740,413 shares |
| Current positions | Chairperson, Kuo Hsing Poultry & Livestock Feeds CO., LTD Chairperson, Fu Che Frozen Food CO., LTD. Chairperson, Ever Light Oil Industrial CO., LTD. Chairperson, Dawushan Ise Foods CO., LTD Chairperson, YingPaiShih International Co., Ltd. Director, HsingChin Foods Co., Ltd. Chairperson, TienHsing Investment Co., Ltd. Director, Spring Breeze Enterprise CO., LTD. Director, Tai Da Eggs Technology CO., LTD. Director, Modern Feed CO., LTD. Director, Kuo Hsing Frozen Meat Products Co., Ltd. Director, Kai Shing Food CORP. Supervisor, YuChao International Co., Ltd. Supervisor, TsungYing Transportation Co., Ltd. Supervisor, TsungYu Transportation Co., Ltd | |||
| Director | Kuo Hsing Poultry & Livestock Feeds CO., LTD. Representative: Yung-Li Lin | Education | Two-Year Program in Mechanical Engineering, Cheng Shiu University | |
| Current positions | Director, Kuo Hsing Poultry & Livestock Feeds Co., Ltd Chairperson, HsiangCheng Investment Co., Ltd. Chairperson, HsingChin Foods Co., Ltd Director, Ever Light Oil Industrial Co., Ltd. Director, TienHsing Investment Co., Ltd. Chairperson, Modern Feed CO., LTD. Director, TienMeiWei Foods Co., Ltd. Chairperson, Kuo Hsing Frozen Meat Products Co., Ltd.s Supervisor, KueiKai Co., Ltd. Supervisor, HungChun Investment Co., Ltd. | |||
| Experience | President, Tai Qin Organism Technology CO., LTD. | |||
| Director | TePen Investment Co., Ltd. Representative: Shang-Chiang Wei | Education | Department, Business Management, Tatung University | 1,995,000 shares |
| Current positions | President, Dawushan Farm Technology CO., LTD Chairperson, Tai Da Eggs Technology CO., LTD. Director, Dawushan Ise Foods CO., LTD Chairperson, Dashu Investment Co., Ltd. Supervisor, Deben Investment Co., Ltd. | |||
| Experience | President, Tai Qin Organism Technology CO., LTD. | |||
| Director | TePen Investment Co., Ltd. Representative: Iven Wei | Education | National Tsing Hua University, Department of Economics National Chengchi University, Entrepreneur Management Research Program | |
| Current positions | Chief Operating Officer, Dawushan Farm Technology CO., LTD President, Tai Da Eggs Technology CO., LTD. Chairperson, Deben Investment Co., Ltd. Director, Dashu Investment Co., Ltd. Director, LumoTrace BioTech Co., Ltd. | |||
| Experience | Council, Agriculture Hen Friendly Farming Committee Member Innolux Corporation International Business |
| Category | Name | Education, professional qualifications, experience and current positions | Shareholding | |
|---|---|---|---|---|
| Independent Director | Suey-Ping Chi | Education | Ph.D. in Food Science, Mississippi State University, USA | |
| Master of Science in Food Science, University of Hawaii | ||||
| Bachelor of Science in Food Science, National Chung Hsing University | 0 shares | |||
| Current positions | Academic Advisor of Chung-Hua Food Additives Association | |||
| Advisor, Taiwan Frozen Meat Packers Association | ||||
| Advisor, Taiwan Premium Agricultural Products Development Institute (TPAP)。 | ||||
| Experience | Adjunct Professor, Department of Animal Science and Technology, National Taiwan University | |||
| Adjunct Professor, Department of Food and Nutrition, Fu Jen Catholic University | ||||
| Professor, Department of Hospitality Management, Chung Hwa University of Medical Technology | ||||
| Dean, College of Life and Health Sciences, Chung Hwa University of Medical Technology | ||||
| Researcher and Section Chief, Livestock Research Institute, Council of Agriculture, Executive Yuan Specialist in Food Processing Technology, Council of Agriculture, Executive Yuan | ||||
| Concurrently Serves as an Independent Director | None | |||
| Independent Director | James Hsieh | Education | Department of Business Administration, Chung Yuan Christian University | 0 shares |
| Current positions | President of Third-Generation Transformation Research Institute (Taiwan Digital Enterprise Alliance) / Director Corporate Director | |||
| Representative, Mytrex Health Technologies, INC. | ||||
| Experience | Vice Chairman / Chief Executive Officer, Chuan Lian Enterprise Co., Ltd. | |||
| Chief Executive Officer, Comestibles Master Co., Ltd. | ||||
| Chief Operating Officer / Chief Strategy Officer, President Chain Store Corporation | ||||
| General Manager, RSI, Retail Support International Chairman, PLI, President Logistics International Corporation | ||||
| Chairman/General Manager, Books.com Co., Ltd. | ||||
| General Manager, President Information Corp. | ||||
| Chairman, Qware Systems & Services Corporation | ||||
| Concurrently Serves as an Independent Director | (6741) 91 APP, Inc. | |||
| (2883) KGI Financial Holding Co., Ltd. | ||||
| (2837) KGI Bank Co., Ltd. | ||||
| Independent Director | Pei-Fen Liao | Education | National Kaohsiung University of Science and Technology Department of Business Administration | 0 shares |
| Current positions | Chief Financial Officer, Lianyou Metals Co., Ltd. | |||
| Experience | Assistant Vice President of Finance and Accounting, Dawushan Farm Technology Co., Ltd. | |||
| Audit Manager / Internal Audit Manager, Joben Bio-Medical CO., LTD. | ||||
| Audit Manager, TFN Media CO., LTD.(subsidiary of Taiwan Mobile Co., Ltd.) | ||||
| Team Leader, Ernst & Young CPAs Intermediate Auditor, Baker Tilly Clock & Co. | ||||
| Concurrently Serves as an Independent Director | None |
Attachment 2 Concurrent Positions of Director and Independent Director Candidates
| Category | Name | Current Position and Duties |
|---|---|---|
| Director | Feng-Chun Lin | Chairperson, Kuo Hsing Poultry & Livestock Feeds CO., LTD Chairperson, Fu Che Frozen Food CO., LTD. Chairperson, Ever Light Oil Industrial CO., LTD. Chairperson, Dawushan Ise Foods CO., LTD Chairperson, YingPaiShih International Co., Ltd. Director, HsingChin Foods Co., Ltd. Chairperson, TienHsing Investment Co., Ltd. Director, Spring Breeze Enterprise CO., LTD. Director, Tai Da Eggs Technology CO., LTD. Director, Modern Feed CO., LTD. Director, Kuo Hsing Frozen Meat Products Co., Ltd. Director, Kai Shing Food CORP. Supervisor, YuChao International Co., Ltd. Supervisor, TsungYing Transportation Co., Ltd. Supervisor, TsungYu Transportation Co., Ltd |
| Director | Yung-Li Lin | Director, Kuo Hsing Poultry & Livestock Feeds Co., Ltd Chairperson, HsiangCheng Investment Co., Ltd. Chairperson, HsingChin Foods Co., Ltd Director, Ever Light Oil Industrial Co., Ltd. Director, TienHsing Investment Co., Ltd. Chairperson, Modern Feed CO., LTD. Director, TienMeiWei Foods Co., Ltd. Chairperson, Kuo Hsing Frozen Meat Products Co., Ltd. Supervisor, KueiKai Co., Ltd. Supervisor, HungChun Investment Co., Ltd. |
| Director | Shang-Chiang Wei | President, Dawushan Farm Technology CO., LTD Chairperson, Tai Da Eggs Technology CO., LTD. Director, Dawushan Ise Foods CO., LTD Chairperson, Dashu Investment Co., Ltd. Supervisor, Deben Investment Co., Ltd. |
| Director | Iven Wei | Chief Operating Officer, Dawushan Farm Technology CO., LTD President, Tai Da Eggs Technology CO., LTD. Chairperson, Deben Investment Co., Ltd. Director, Dashu Investment Co., Ltd. Director, LumoTrace BioTech Co., Ltd. |
| Independent Director | Suey-Ping Chi | Academic Advisor of Chung-Hua Food Additives Association Advisor, Taiwan Frozen Meat Industry Association Advisor, Taiwan Premium Agricultural Products Development Institute (TPAP) * |
| Independent Director | James Hsieh | President of Third-Generation Transformation Research Institute (Taiwan Digital Enterprise Alliance) / Director Corporate Director Representative, Mytrex Health Technologies, INC. Independent Director, 91 APP, Inc. (6741) Independent Director, KGI Financial Holding Co., Ltd. (2883) Independent Director, KGI Bank Co., Ltd.(2837) |
| Independent Director | Pei-Fen Liao | Chief Financial Officer, Lianyou Metals Co., Ltd. |
8
DAWUSHAN FARM TECHNOLOGY CO., LTD.
2026 First Extraordinary Shareholders' Meeting Appendix
Appendix 1 Articles of Association
DAWUSHAN FARM TECHNOLOGY CO., LTD.
Articles of Incorporation
Chapter 1—General Provisions
Article 1: The Company shall be incorporated in accordance with the Company Act and shall be named "DAWUSHAN FARM TECHNOLOGY CO., LTD."
Article 2: The business of the Company is as follows:
01 A102050 Crop Cultivation Services
02 A401010 Livestock Farm Management
03 A401020 Livestock and Poultry Farming
04 A401040 Livestock Services
05 C101010 Slaughtering
06 C103050 Canned, Frozen, Dehydrated and Pickled Food Manufacturing
07 C104020 Bakery and Steam Food Manufacturing
08 C199030 Ready-to-eat Meal Manufacturing
09 C199990 Other Unclassified Food Manufacturing
10 C801110 Fertilizer Manufacturing
11 F101040 Wholesale of Livestock and Poultry
12 F101130 Wholesale of Fruit and Vegetable
13 F101990 Wholesale of Other Agricultural, Livestock and Aquatic Products
14 F102170 Wholesale of Food and Grocery
15 F103010 Wholesale of Feeds
16 F107050 Wholesale of Fertilizer
17 F201010 Retail Sale of Agricultural Products
18 F201020 Retail Sale of Livestock Products
19 F201990 Retail Sale of Other Agricultural, Livestock and Aquatic Products
20 F202010 Retail Sale of Feeds
21 F203010 Retail Sale of Food, Grocery, and Beverage
22 F207050 Retail Sale of Fertilizer
23 F401010 International Trade
24 J101030 Waste Disposal
25 J101040 Waste Treatment
26 ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company has its head office in Pingtung City, and when necessary, the Company may establish branches at home and abroad, and its establishment, change or abolishment shall be processed in accordance with the resolution of the Board of Directors.
Article 4: The Company's announcement method shall be handled in accordance with the Company Act and the regulations of the competent authorities.
Article 5: The Company may provide endorsements and guarantees to outside parties for business or investment-related purposes.
Article 5-1: The Company may make an external investment as necessary for business, and the total amount of the investment is not be subject to the restriction of not being more than 40% of the paid-in capital as provided in Article 13 of the Company Act.
Chapter 2 Shares
Article 6: The total capital of the Company shall be NTD 1 billion, divided into 100 million shares, with a par value of NTD 10 per share. The Board of Directors is authorized to issue the shares in tranches. In the aforementioned total capital, NTD 50 million is reserved for the issuance of employee stock options, totaling 5 million shares, at NTD 10 per share. The Board of Directors is authorized to issue the stock options in tranches as required by law.
Article 7: The Company's shares are registered, signed or sealed by the directors representing the Company, and are certified by a bank permitted by law before issuance.
The Company's issued shares are exempted from printing any share certificate; however they shall be registered with a centralized securities depository enterprise.
Article 7-1: Any change in the content of the shareholder register shall be handled in accordance with Article 165 of the Company Act.
Article 8: Unless otherwise provided by laws and regulations, the Company's stock affairs shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies".
Chapter 3 shareholder meeting
Article 9: There are two main types of Shareholders' Meetings: The Annual General Meeting and Extraordinary General Meetings. A General Meeting shall be convened at least once a year within six months after the end of each fiscal year. An Extraordinary General Meeting shall be convened when necessary.
The convening and announcement of the shareholder meeting shall be handled in accordance with Article 172 of the Company Act.
The Company may give notice of the convening of a general meeting by electronic means, with the consent of the recipient(s).
The Company may conduct a virtual shareholder meeting or other means as announced by the competent authority of the central government.
If a shareholder meeting is convened by the Board of Directors, the meeting shall be chaired by the chairman. In the absence of the chairman, the meeting shall be handled in accordance with Article 208 of the Company Act. If the meeting is convened by any other person having the convening right but other than the Board of Directors, the person having the convening right shall act as the chair of the meeting. If there are two or more conveners, one shall be appointed among them to act as chair.
Article 10: If a shareholder of the Company cannot attend the shareholder meeting in person, he/she may appoint a proxy to attend the meeting by providing the proxy form and stating the scope of
the proxy's authorization. In addition to Article 177 of the Company Act, the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority shall be followed.
Article 11: Shareholders of the Company are entitled to one vote for each share held, except for the situation described in Article 179 of the Company Act.
Article 12: Unless otherwise provided by the Company Act, resolutions at a shareholder meeting shall be adopted by an affirmative vote of a majority of the voting rights represented by the attending shareholders.
When the Company holds a shareholders' meeting, it may adopt the exercise of voting rights by correspondence or electronic means; if voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholder meeting notice. The Company shall include electronic means as one of the channels for the exercise of voting rights by shareholders in accordance with the regulations of the competent authority, and a shareholder who exercises voting rights by electronic means shall be deemed to have attended the meeting in person. The relevant matters shall be handled in accordance with all relevant laws and regulations.
Article 13: Resolutions of a shareholders' meeting shall be recorded in meeting minutes, which shall be signed or sealed by the chair of the meeting, and distributed to the shareholders within 20 days after the meeting. The distribution of the meeting minutes on record may be made by public announcement.
Chapter 4 Directors and Functional Committees
Article 14: The Company shall have five to seven directors, of which the number of independent directors shall not be less than three and shall not be less than one-third of the total number of directors, with a term of three years, and who may be re-elected.
The election of the Company's directors shall be conducted in accordance with the candidate nomination system under Article 192-1 of the Company Act, and the shareholders shall elect the directors from the list of candidates. The independent directors and the non-independent directors shall be elected at the same time, and the number of elected directors shall be calculated separately.
The professional qualifications, shareholdings, restrictions on other roles, methods of nomination and election, and other matters to be followed shall be handled in accordance with the regulations of the competent authority.
The Board of Directors of the Company may establish various functional committees. All functional committees shall establish their own rules of exercise of powers and shall be approved by the Board of Directors for implementation.
The Company's Audit Committee shall consist entirely of independent directors. The duties, rules of procedure, and other compliance matters of the Audit Committee are separately specified in the Audit Committee Charter.
If the term of office of directors expires and no election of a new Board could be held, the
tenure for these Directors shall be extended until a Board of Directors is elected and they assume office. However, the competent authority may order the Company to elect a new Board by a specific deadline within their power. If no election was been held, the previous term of the Board shall end on the expiration date.
Article 15: The Board of Directors shall be organized by the Directors. With the attendance of at least two-thirds of the Directors and the consents of at least half of the Directors present, a chairman shall be elected among the Directors. The chairman shall represent the Company externally in accordance with the laws, the Articles of Incorporation, resolutions of the shareholder meetings and the Board meetings.
Article 15-1: The Company may purchase liability insurance for the directors within the scope of their business operations in accordance with the law during their term of office for the liability of damages.
Article 16: Except for the matters that are required by the Company Act or these articles to be resolved by the shareholder’s meeting, the Company's business policy and other important matters are resolved by the Board of Directors. Except for the first meeting of each term, convened by the Board of Directors in accordance with Article 203 of the Company Act, a board meeting shall be chaired by the chairman. When the chairman is on leave or for any reason unable to perform his/her duties, his/her proxy shall be handled in accordance with Article 208 of the Company Act. The convening of the Board of Directors shall be handled in accordance with Article 204 of the Company Act. The notice of the Board meeting may be given in writing, by fax or by e-mail.
Article 17: Except as otherwise provided by the Company Act, a board meeting shall be held by a majority of the directors in attendance and conducted with the consent of a majority of the attending directors. If a director is unable to attend the meeting, he/she may issue a proxy form stating the reasons for the convening of the meeting. and appoint other directors to attend the board meetings as their proxies, provided that each director can only act as a proxy for one person. If the Board of Directors is held by video conference, the directors who participated in the meeting by video conference shall be deemed to be in attendance at the meeting in person.
Article 18: The Board of Directors is authorized to determine the remuneration to the Directors with reference to their participation in the operation of the Company and their contribution to the Company, and with reference to the usual level of the industry, and may pay reasonable transportation expenses or other allowances. However, the independent Directors do not participate in the distribution of the remuneration to the Directors.
Chapter 5 Managers
Article 19: The Company may have managers, whose appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter 6 Accounting
12
Article 20: At the end of each fiscal year, the Board of Directors shall prepare the following reports and statements for submission to the general shareholder meeting for ratification: (I) Business report; (II) Financial statements; and (III) Proposal for allocation of earnings or offset of losses.
Article 21: If the Company makes a profit in a fiscal year, the profit shall be first utilized for offsetting prior losses (pre-tax profit deducted by the amount of remuneration to employees and directors) and then for setting aside a percentage of the profit as remuneration to employees and directors: (I) Remuneration to directors: not to exceed 4%; (II) Remuneration to employees: 4% - 10%, with no less than 2% of the profit being set aside as remuneration to entry-level employees. However, if the Company has accumulated losses, the Company shall first reserve the amount to offset the losses, and then appropriate the remuneration to directors and employees in accordance with the aforementioned percentages. The distribution of remuneration to directors and employees shall be reported to the shareholder meeting.
The remuneration to employees described in the preceding paragraph may be paid in cash or shares.
The employees entitled to receive employee remuneration, issue new restricted employee shares, issue employee stock warrants, issue new shares for subscription, and transfer of shares may include the employees of the controlling or subordinate companies meeting certain specific criteria, and the specific requirements shall be determined by the Board of Directors.
Article 21-1: If the Company has earnings in a fiscal year, in addition to paying taxes and offsetting any accumulated losses, a 10% provision for the legal reserve shall be set aside from the remaining balance, unless the legal reserve has reached the same amount as paid-in capital. The remainder, depending on the Company's operating needs, is provided or reversed as special reserve. The remainder is added to the accumulated undistributed earnings of previous years and then distributed as earnings. If the earnings are distributed in cash, in accordance with Article 240, Paragraph 5 of the Company Act, the Board of Directors shall resolve to handle the distribution and report to the shareholders' meeting.
The Company's dividend policy is based on the current and future development plans, the investment environment, capital requirements, and domestic and foreign competition, as well as the interests of shareholders. The Company appropriates no less than 10% of the distributable earnings for the year as dividends to shareholders. However, the distribution may not be made if the accumulated distributable earnings are less than 10% of the paid-in capital. Dividends to shareholders may be distributed in cash or in shares, and the cash dividends may not be less than 10% of the total dividends.
Article 22: In accordance with Article 241 of the Company Act, the Company shall distribute all or part of the legal reserve and capital reserve in cash or shares in proportion to the original shares of shareholders, and the Board of Directors shall prepare a proposal and submit it to the shareholders' meeting for resolution before distribution.
13
Chapter 7 Supplementary Provisions
Article 23: Any matters not covered by these Articles of Incorporation shall be handled in accordance with the provisions of the Company Act.
Article 24: The Articles of Incorporation were adopted on December 22, 2006
The 1st amendment was made on March 2, 2011.
The 2nd amendment was made on December 1, 2011.
The 3rd amendment was made on March 20, 2012.
The 4th amendment was made on July 5, 2012.
The 5th amendment was made on July 15, 2012.
The 6th amendment was made on February 20, 2013.
The 7th amendment was made on March 20, 2015.
The 8th amendment was made on July 22, 2015.
The 9th amendment was made on November 1, 2017.
The 10th amendment was made on June 28, 2019.
The 11th amendment was made on June 9, 2020.
The 12th amendment was made on December 30, 2021.
The 13th amendment was made on June 23, 2022.
The 13th amendment was made on May 17, 2023.
The 15th amendment was made on May 31, 2024
The 16th amendment was made on May 20, 2025.
DAWUSHAN FARM TECHNOLOGY CO., LTD.
Chairman: Lin Feng, Chun
大武山牧場
DAWUSHAN EGG FARM
Document No. GM-02
Title of document
Unit of formulation
Administration Department
Rules of Procedure for shareholder meetings
Appendix 2 Rules of Procedure for Shareholder Meetings
Article 1
These Rules have been adopted in order to establish a good governance system, improve the supervisory function and strengthen the management function of the Company's shareholders' meeting pursuant to Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for compliance.
Article 2
Unless otherwise stipulated by laws or regulations, the Rules of Procedure for the Company's shareholders' meeting shall be governed by these Rules.
Article 3: (Shareholders' meeting convening and meeting notice)
Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the Board of Directors.
Changes to how the Company convenes its shareholders' meeting shall be resolved by the Board of Directors, and shall be made no later than the mailing of the shareholder meeting notice.
The Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS prior to 21 days before the date of the regular shareholders' meeting or prior to 15 days before the date of the special shareholders' meeting. Fifteen days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting venue.
The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, non-compete restrictions for directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors as well as their date of office is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
15
| 大武山牧場
DAWUSHAN EGG FARM | Document No. | GM-02 | Title of document |
| --- | --- | --- | --- |
| | Unit of formulation | Administration Department | Rules of Procedure for shareholder meetings |
A shareholder holding one percent or more of the total number of issued shares may submit a proposal to the Company for discussion at a regular shareholders' meeting. The number of items so proposed is limited to one, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
A proposal submitted by shareholders must not exceed 300 Chinese characters. Any proposal containing more than 300 Chinese characters will not be included in the agenda. A shareholder who has submitted a proposal must attend the regular shareholder meeting in person or by proxy and participate in the discussion of his or her proposal.
The Company shall notify the shareholder submitting the proposal of the status of his/her proposal before the date when the notice of the shareholder meeting is sent, and include the proposals that have met the requirements in this article in the meeting notice. The Board shall provide reasons for not including a shareholder's proposal in the agenda at the shareholders' meeting.
Article 4
For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and must deliver the proxy form to the Company before at least days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail, unless a declaration is made to cancel the previous proxy appointment.
Once a proxy form is received by the Company, if a shareholder wishes to attend the shareholders' meeting in person or to exercise their voting rights in writing or by electronic means, a written proxy rescission notice shall be filed with the Company at least two days prior to the date of the shareholders' meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders' meeting online, a written notice of proxy cancellation shall be submitted to the Company at least two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5: (Principles determining the time and place of a shareholders' meeting)
The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the Company convenes
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|---|---|---|---|
| Unit of formulation | Administration Department | Rules of Procedure for shareholder meetings |
a virtual shareholders' meeting.
Article 6: (Preparation of documents such as the attendance book)
The Company shall specify in its shareholder meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attending the shareholders' meeting in person.
Shareholders or their proxies shall attend the shareholders' meetings with their attendance cards. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility for attendance presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials.
Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
If the shareholder meeting is convened by video conference, shareholders who wish to attend by video conference should register with the Company at least two days prior to the shareholder meeting.
In the event of a virtual shareholders' meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1 (Convening virtual shareholder meetings and particulars to be included in shareholders' meeting notice)
To convene a virtual shareholder meeting, the Company shall include the follow particulars in the shareholders' meeting notice:
I. How shareholders attend the virtual meeting and exercise their rights.
II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(I) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(II) Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
(III) When a hybrid shareholders' meeting is convened, if the video conference cannot continue, after the number of shares in attendance through the video conference
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|---|---|---|---|
| Unit of formulation | Administration Department | Rules of Procedure for shareholder meetings |
is deducted, and the total number of shares in attendance at the physical shareholders' meeting reaches the number as required by law, the shareholders' meeting shall continue. For shareholders participating in the hybrid shareholders' meeting, the number of their shares shall be included in the total number of shares in attendance, and they shall be deemed to have abstained for all motions resolved at the shareholders' meeting.
(IV)The handling method in the event that the resolution results of all motions have been announced, while extraordinary motions have not been resolved.
III. To convene a virtual shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified.
Article 7: (The chair and non-voting participants of a shareholders' meeting)
If the shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the chairman. When the chairman is on leave or for any reason unable to exercise the powers of the chairman, the chairman shall designate a director to act as the proxy. In the absence of such a designation, the directors shall elect from among themselves an acting chairman.
When a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair. It is advisable that shareholders' meetings convened by the Board of Directors be chaired by the chairman and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders' meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Article 8: (Documentation of a shareholders' meeting by audio or video)
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recordings and ballots shall be retained until the conclusion of the litigation.
If a shareholders' meeting is convened by video conference, the Company shall keep records of shareholders' registration, sign-in, questions raised, as well as voting and the Company's vote counting results and retain the records, while making an uninterrupted audio and video recording of the entire video conference.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders' meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
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DAWUSHAN EGG FARM | Document No. | GM-02 | Title of document |
| --- | --- | --- | --- |
| | Unit of formulation | Administration Department | Rules of Procedure for shareholder meetings |
Article 9
Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order upon the meeting time and disclose information concerning the number of non-voting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders’ meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform..
In the event of a virtual shareholders’ meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month. In the event of a virtual shareholders’ meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote through the shareholders’ meeting pursuant to Article 174 of the Company Act.
Article 10 (Discussion of proposals)
If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene other than the Board of Directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution by the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders to continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
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| Unit of formulation | Administration Department | Rules of Procedure for shareholder meetings |
Article 11 (Shareholder speech)
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes; if the shareholder's speech violates the rules or exceeds the scope of the motion, the chair may have the shareholder stop the speech.
Attending shareholders may not interfere with the speaking shareholders without the consent of the Chairman and the speaking shareholder. The Chairman will have the violating shareholders stopped.
When an institutional shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12 (Calculation of voting shares and recusal system)
Voting at a shareholders' meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item and may not exercise voting rights as a proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be counted toward the number of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
Each shareholder of the Company shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2
大武山牧場 DAWUSHAN EGG FARM
Document No. GM-02
Title of document
Unit of formulation Administration Department
Rules of Procedure for shareholder meetings
of Article 179 of the Company Act.
When the Company holds a shareholders’ meeting, it may exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. Where a shareholder exercises voting rights by correspondence or electronic means, they will be deemed to have attended the meeting in person, but to have waived their rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company at least two days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except for a declaration to revoke a prior expression of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholder meeting in person or through a virtual meeting platform, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the Company convenes a virtual shareholders’ meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ended or they will be deemed to have abstained from voting.
In the event of a virtual shareholders’ meeting, votes shall be tallied at once after the chair announces the voting session to have ended, and results of votes and elections shall be announced immediately.
21
大武山牧場 DAWUSHAN EGG FARM
Document No. GM-02
Title of document
Unit of formulation Administration Department
Rules of Procedure for shareholder meetings
When the Company convenes a hybrid shareholders’ meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical meeting in person, they shall revoke their registration at least two days before the shareholders’ meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders’ meeting online,
except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14 (Election matters)
The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15
Resolutions of a shareholders’ meeting shall be recorded in meeting minutes, which shall be signed or sealed by the chair and distributed to all shareholders within twenty days after the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders’ meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders’ meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how such issues were dealt with shall also be included in the minutes.
Article 16 (Public disclosure)
On the day of a shareholders’ meeting, the Company shall compile, in the prescribed format, a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means,
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and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's virtual shareholder meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply if the total number of shares represented by the attendees is counted separately during the meeting.
If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 (Maintaining order at the meeting place)
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification badge or an armband, reading "Proctor."
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 (Recess and resumption of a shareholders' meeting)
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19 (Disclosure of information at virtual meetings)
In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and elections immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue for at least 15 minutes after the chair has announced the meeting adjourned.
Article 20 (Location of the chair and secretary of virtual shareholders' meeting)
When the Company convenes a virtual shareholders' meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21 (Communication obstacles and digital gap treatment for shareholders)
In the event of a virtual shareholders' meeting, the Company may offer a simple
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|---|---|---|---|
| Unit of formulation | Administration Department | Rules of Procedure for shareholder meetings |
connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual shareholders' meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
When a shareholders' meeting is postponed or resumed in accordance with the preceding paragraph, the motions for which the voting and counting of votes have been completed and the voting results or the list of elected directors and supervisors have been announced, do not need to be discussed or resolved again.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. The shareholders who are listed in the shareholder register who are entitled to attend the shareholders' meeting after the book closure for the original shareholders' meeting.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders' meeting that is postponed or resumed under the second paragraph.
When the Company convenes a hybrid shareholders' meeting, if the video conference cannot continue as under paragraph 2, after the number of shares in attendance through the video conference is deducted, and the total number of shares in attendance at the physical shareholders' meeting reaches the number as required by law, the shareholders' meeting shall continue. There is no need to postpone or resume the meeting in accordance with paragraph 2.
When convening a virtual shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online.
Article 22
These Rules shall be implemented after being approved by the shareholders' meeting, and shall be amended in the same manner.
Adopted on April 27, 2020
The 1st amendment was made on Aug 25, 2021
The 2nd amendment was made on April 28, 2022
The 3rd amendment was made on May 17, 2023
大武山牧場
DAWUSHAN EGG FARM
Document No. GM-03
Title of document
Unit of formulation Administration Department Procedures for Election of Directors
Appendix 3 Procedures for Election of Directors
Article 1 For the election of directors in a fair, just and open manner, these Procedures are formulated in accordance with Articles 21 and 41 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies".
Article 2 Except as otherwise provided by laws and regulations or the Articles of Incorporation, the election of directors of the Company shall be governed by these Procedures.
Article 3 The Company's election of directors shall take into account the overall configuration of the Board of Directors. The composition of the Board of Directors shall take diversity into account, and appropriate policies shall be adopted for diversity in terms of its own operation, business model and development needs. The composition of the Board of Directors is advised to include, but not be limited to, the following two standards:
I. Basic requirements and values: Gender, age, nationality, and culture.
II. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Members of the Board of Directors shall generally possess the necessary knowledge, skills, and attributes to perform their duties, and shall have the following abilities as a whole:
I. Ability to make operational judgments.
II. Ability to perform accounting and financial analysis.
III. Ability to operate and manage.
IV. Ability to manage crises.
V. Industry knowledge.
VI. Knowledge of international markets.
VII. Ability to lead.
VIII. Ability to make decisions.
More than half of the directors shall not be a spouse or a relative within the second degree of kinship.
The Company's Board of Directors shall consider adjusting the composition of the Board of Directors based on the results of annual performance evaluations.
Article 4 If the Company appoints independent directors, the qualifications of independent directors shall comply with Articles 2, 3 and 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies". The election of independent directors of the Company shall comply with Articles 5, 6, 7, 8 and 9 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and Article 24 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies".
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Article 5 Elections of directors of the Company shall be conducted in accordance with the candidate nomination system stipulated in Article 192-1 of the Company Act.
After the Company is listed on the Emerging Stock Board, the election of directors shall adopt the candidate nomination system.
If the number of directors is less than five after directors resign from office, the Company shall hold a by-election at the first available shareholders' meeting. However, if the vacancy in the Board of Directors reaches one-third of the number specified in the Articles of Incorporation, the Company shall convene an extraordinary shareholders' meeting for by-election within 60 days from the date of occurrence of the fact.
If the number of independent directors falls below that as specified in Paragraph 1, Article 14-2 of the Securities and Exchange Act, the Company shall hold a by-election at the soonest shareholders' meeting. When all independent directors have been dismissed, an extraordinary shareholders' meeting shall be convened within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 6 The Company's directors are elected under the cumulative voting system. Each share will have the same number of voting rights as the number of directors to be elected, and the election may be concentrated on a single candidate or split among multiple candidates.
Article 7 The Board of Directors shall prepare the ballots for the same number of Directors as the Directors to be elected, specify the number of voting rights on the ballots, and distribute them to the shareholders attending the shareholders' meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 8 The number of directors of the Company is determined by the Articles of Incorporation, and the voting rights of independent directors and non-independent directors are calculated separately. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 9 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and vote counting. The ballot boxes shall be prepared by the Company and publicly checked by the vote-monitoring personnel before voting commences.
Article 10 A ballot is invalid under any of the following circumstances:
I. The ballot was not prepared by a person with the right to convene.
II. A blank ballot is placed in the ballot box.
III. The writing is unclear and indecipherable or has been altered.
IV. The candidate whose name is entered in the ballot does not conform to the director candidate list.
V. Other words or marks are entered in addition to the number of voting rights allotted.
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| | Unit of formulation | Administration Department | Procedures for Election of Directors |
Article 11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 12 These Procedures shall be implemented after being approved by the shareholders' meeting, and shall be amended in the same manner.
Adopted at the shareholder meeting on June 9, 2020
The 1st amendment was made at the shareholder meeting on Aug 25, 2021
The 2nd amendment was made at the shareholder meeting on May 17, 2023
Appendix 4 Shareholding of Directors
DAWUSHAN FARM TECHNOLOGY CO., LTD.
Shareholding of Directors
I. As of the book closure date (January 6, 202), the total number of shares issued by the Company: 68,345,000 common shares.
II. The statutory minimum shareholding of all directors: 5,467,600 shares. As of the book closure date, the percentage of shareholdings of the Company's directors has met the statutory requirement.
III. Breakdown of shareholding:
| Title | Name | Legal representative | Number of shares held | Shareholding ratio (%) |
|---|---|---|---|---|
| Chairman | Kuo Hsing Poultry & Livestock Feeds CO., LTD. | Feng- Chun Lin | 10,740,413 | 15.71% |
| Director | HsiangCheng Investment Co., Ltd. | Yung-Li Lin | 18,256,293 | 26.71% |
| Director | TePen Investment Co., Ltd. | Shang-Chiang Wei | 1,995,000 | 2.92% |
| Director | Iven Wei | |||
| Independent Director | Suey-Ping Chi | — | — | — |
| Independent Director | James Hsieh | — | — | — |
| Total | 30,991,706 | 45.34% |
大武山牧場
DAWUSHAN EGG FARM
堅持用最高規格守護每一顆蛋
讓每天早晨的開始，都有完美的蛋「挺」完美的一天