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ESMT — AGM Information 2023
Jun 9, 2023
52243_rns_2023-06-09_fa7eb264-d8ec-40ab-9e64-ac005bc16bdd.pdf
AGM Information
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ESMT
ELITE SEMICONDUCTOR MICROELECTRONICS TECHNOLOGY INC.
Meeting of Annual General Shareholders Notice
( Summary Translation )
- I. The 2023 Annual General Shareholders’ Meeting (the “Meeting”) of Elite Semiconductor Microelectronics Technology Inc. will be convened at 9:00 a.m., May 30, 2023 (Tuesday), at The HO Hotel Zhu hu Hall Meeting, 1F (located at No. 16, Daxue Rd., East Dist., Hsinchu City, Taiwan). The registration time for shareholders accepted for this meeting starts before 8:30 a.m., and the registration venue is the same as the meeting venue.
The agenda for the Meeting is as follows:
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(I) Reported matters:
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Business report of 2022.
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Report of audit committee reviews the 2022 annual accounting books and statements.
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Report of 2022 employees’ compensation and directors’ remuneration.
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Report of 2022 annual cash dividend situation from earnings distribution.
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(II) Acknowledged matters:
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Acknowledgment of 2022 business report and financial statements.
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Acknowledgment of 2022 earnings distribution.
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(III) Discussions:
- Discussion of amendment to the Company’s “Articles of Incorporation”.
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(IV) Extraordinary Motions
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II. For more information on the essential contents of proposals that shall be itemized in the meeting agenda in accordance with Article 172 of the Company Act, please visit MOPS (http://emops.twse.com.tw) and proceed to Electronic Books\Shareholders' Meetings; then enter the year to look up "Agenda References" or "Meeting Handbook and Additional Materials."
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III. The Company's 2022 earnings distribution-related content:
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(I) The Company's 2022 earnings distribution is proposed to set aside NT$ 515,082,515, with a cash dividend of NT$ 1.8 per share, calculated according to the distribution ratio up to yuan, and rounded down for numbers less than one yuan. The total amount of the fractional amount is included into the Company's other income.
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(II) Where the dividend distribution rate of NT$1.8 per share is maintained in the proposed appropriation of earnings, if, prior to the ex-dividend date, the number of outstanding shares is affected by any amendment by the competent authorities or by any change in the Company's share capital, such as the conversion of employee stock warrants into common shares, which subsequently results in a change in the earnings distribution, it is intended that the shareholders will authorize the Chairman of the Board of Directors to exercise his
or her full authority to deal with such changes.
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IV. Share transfer registration will be halted from April 1, 2023 to May 30, 2023 pursuant to Article 165 of the Company Act.
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V. In addition to the public announcement, this written statement of the Meeting Notice is delivered to all shareholders along with a shareholder sign-in card and a proxy form. Please attend the meeting if you can. If you plan to attend in person, please fill out and either seal or sign the Shareholder sign-in card. Please directly sign-in at the venue on the date of the Meeting. You do not need to mail in the sign-in card. If you plan to attend via proxy, please fill out and either seal or sign the proxy form, and deliver the proxy form to the Company's share transfer agency, the Capital Securities Corp., five days prior to the Meeting date. After the Registrar Agency prepares a sign-in card for your proxy, the proxy may attend the Meeting by presenting the sign-in card.
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VI. If any shareholder requires solicitation of proxies for attendance, the Company shall compile a summary statement of the solicitor and solicitation information for disclosure via the Securities and Futures Institute (SFI) website before April 28, 2023. Investors may refer to "Free Inquiry of Solicitors" on the website (http://free.sfi.org.tw) for inquiry details.
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VII. Capital Securities Corp. will be the agency for counting and verifying all proxy forms for the Meeting.
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VIII. In the Meeting, shareholders would be able to exercise their voting rights electronically, and the period of exercise would be from April 29, 2023 to May 27, 2023. Please log in to Taiwan Depository & Clearing Corporation's "Stockvote" and vote according to the relevant instructions [Website: https://www.stockvote.com.tw].
To
Our Esteemed Shareholders
Sincerely,
The Board of Directors of Elite Semiconductor Microelectronics Technology Inc.