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EXCELSIOR AGM Information 2021

Aug 10, 2021

52380_rns_2021-08-10_3dec69b0-26a2-42f9-bda5-00e8248544bf.pdf

AGM Information

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Meeting Notice

  1. The 2021 shareholders’ meeting will be convened at 9:00AM on June 22 (Tuesday), 2021 at 3F, No. 631 Zhongzheng Road Zhonghe District , New Taipei City (RSL Hotel Taipei Zhonghe , 3F Southeast Hall) (shareholder sign-in time: 8:30AM; sign-in location: same place as the meeting). Major contents of the meeting:

    • (1) Report Items:

      1. 2020 business report and 2021 business plan.

      2. Audit Committee’s review report on the 2020 financial statements.

      3. 2020 distribution report of employee compensation and director remuneration.

      4. 2020 distribution report of cash dividends.

      5. Report on the endorsement and guarantee status.

      6. Report on the implementation of Investments in China.

    • (2) Proposal Items:

      1. Adoption of 2020 financial statements.

      2. Adoption of 2020 earnings distribution.

    • (3) Discussion Items:

      1. Amending part of the articles of the Company’s “Rules of Procedure for Shareholders’ Meetings”.

      2. Amending part of the articles of the Company’s “Operational Procedures for Loaning of Company Funds”.

      3. Amending part of the articles of the Company’s “Operational Procedures for Acquisition and Disposal of Assets”.

      4. Releasing the prohibition on directors from participation in competitive businesses.

    • (4) Other business and special motion.

  2. According to the resolution adopted by the Board of Directors for the Company’s 2020 dividend distribution, the cash dividend shall be NT$3.5 per share. The authorized chairman will separately determine the ex-dividend base date and process related matters of cash dividend distribution. In case of any change in the per-share cash dividend as a result of the fact that repurchase of the Company’s shares, the treasury stock is transferred or deleted, or carries out a cash capital increase , which further affects the number of the Company’s outstanding shares. The chairman shall be authorized to adjust the shareholder’s cash dividend rate according to the distribution amount adopted for this proposal and the number of the Company’s actual outstanding shares. Furthermore, the cash dividend shall be calculated to the nearest dollar and the decimal figures shall be rounded off. The amount rounded off from the current of cash dividend shall be listed as the Company’s other income.

  3. According to Article 209 of the Company Act, directors who act for themselves or on behalf of others within the Company’s business scope shall explain to the Board of Shareholders the essential contents of such an act and obtain its approval. In case that any of the Company’s directors invests in or operates a business same as or similar to the Company and acts as a director in such business, shall submit the case to the Board of Shareholders by law and obtain its approval. If any of the Company’s directors is also under the aforesaid circumstance, the Company agrees to release the prohibition on directors from participation in competitive businesses.

  4. According to Article 165 of the Company Act, the share ownership transfer shall be suspended from April 24, 2021 to June 22, 2021.

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  1. The Company will produce a compiled list for the information of solicitors’ solicitation before May 21, 2021 for those shareholders wishing to solicit letters of proxy and disclose it on the website of Securities & Futures Institutes at http://free.sfi.org.tw. Investors may directly visit the website, go to the “Free inquiry system for proxy letter announcement related information”, click the “Enter the inquiry system for proxy letter announcement and meeting data” and fill in the inquiry terms to inquire the details.

  2. The Company’s compilation and verification of its letters of proxy of the shareholders’ meeting is conducted by the stock affairs service division of President Securities Corp.

  3. For any shareholder intending to excise the voting power by way of electronic transmission during the excise period from May 22 to June 19, 2021 please login https://www.stockvote.com.tw , the website of Taiwan Depository and Clearing Corporation,and proceed to vote.

  4. According to the Article 172 of Company Act , the main matters should be listed in the cause of the convening. Please refer to MOPS ( http://emops.twse.com.tw/ )

Yours Sincerely

Board of Directors, Excelsior Medical Co., Ltd.