GEM — Proxy Solicitation & Information Statement 2019

Jul 10, 2019

10044

Containing the 2019 scheduled shareholders' meeting notice, please open first.

GEM TERMINAL INDUSTRY CO., LTD. Transfer agent ticker symbol: 2460 ※ Transfer business hour: 9 A.M. - 4 P.M., Monday - Friday

※ Transfer business hour: 9 A.M. - 4 P.M., Monday - Friday

SinoPac Securities transfer agency department Transfer address: 3F., No.17, Bo’ai Rd., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.) Transfer hotline: 886-2-2381-6288 Fax hotline: 886-2-2382-6568 Voice hotline for shareholders’ meeting inquiry: 886-2-2361-1818 press 1 (ticker symbol: 2460)

As the company gathers your personal information and utilizes and processes said information for the specific purpose on information generated from processing shareholders’ services, the company hereby informs you with a proper disclosure per stipulated under Article 8 of the Personal Information Protection Act. For the content of disclosure, please log on to the Web site at http://www.sinotrade.com.tw/ec/PIP.pdf to peruse the details.

To: shareholder

The shareholders may electronically exercise their voting rights this year. The electronic voting platform website: http://www.stockvote.com.tw

Shareholder’s Signature Card of GEM TERMINAL INDUSTRYCO.,LTD.	Shareholder’s Signature Card of GEM TERMINAL INDUSTRYCO.,LTD.	Shareholder’s Signature Card of GEM TERMINAL INDUSTRYCO.,LTD.	Shareholder’s Signature Card of GEM TERMINAL INDUSTRYCO.,LTD.	Shareholder’s No.	Shareholder’s No.
Shareholder’s Name			ID No.			Signature Internal Code: 0049
Household Register Address
Address
Date of Birth		Tel	( )
E-mail

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Instructions of Authorization Fill-in and Issue and Usage
1. Shareholders who attend personally shall not authorize
the other person to act as an agent for another part of
his (her) equity shares. Shareholders who sign or seal
on both the authorization and the attendance sign-in
card are taken as personal attendance but shareholders
who hand over the authorization to requestors or
trustees are taken as authorizing attendance.
2. Authorizers, requestors and trustees of the
authorization shall transact in accordance with
“authorization rules for use of publicly held company
and shareholders’ meeting attendance” and Article 177,
Company Act.
3. Shareholders who authorize the trustee to attend shall
use authorization paper which is printed by the
Company. And every shareholder is subject to provide
with one authorization and authorize one trustee.
4. Please fill in the ID card number or unified taxation
code in the shareholder’s number column if the trustee
is not a shareholder; please fill in the unified taxation
code in the shareholder’s number column if the
requestor is a trust enterprise or a transfer agent.
5. Shareholders shall ask requestors to provide with the
written and advertising texts information of the
requested authorization or refer to the Company’s
collection declaration for the requestor’s written and
advertising texts information before receiving request
of the authorization from the other person. Make sure
to realize the background information about requestors
and candidates who you plan to support and
requestors’ opinions about every motion in the
shareholders’ meeting.
6. Shareholders who intend to withdraw authorization
shall complete the written notice of the requestor
(trustee) and take back the authorization and notice the
company which is requested in writing at least one day
earlier than the meeting date. Requestors (trustees)
shall collect and organize the list of shareholders who
withdraw authorization and send to the Company’s
transfer agent before the meeting date; shareholders
who withdraw authorization after the deadline are
subject to the voting power which is exercised by the
attendant trustee.
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T

T
agent statement	I. It is prohibited to engage in the conduct of purchasing the agent statements in cash or by other means with monetary gain. II. When coming across illegally obtaining and utilizing agent statements, an individual may include tangible factual evidence to tip off with Taiwan Depository & Clearing Corporation, and when validated to be true, the individual is awarded with the tipoff reward of up to fifty thousand dollars. Tipoff telephone: (02)2547-3733.	Authorizer (shareholder)		No.	GEM 0049
I. The shareholder hereby appoints __ (which needs to be filled out b by the consignee per se, and may not be substituted by means of affixing whose endorsement seal) as the shareholder’s agent, to attend the scheduled company shareholder’s meeting to be held on June 25, 2019, and the agent is also to exercise the below listed shareholder’s entitlements: (I) To represent the shareholder in exercising the shareholder’s entitlements on the meeting agenda. (the fiduciary empowerment) (II) To represent the shareholder in making the shareholder- appointed entitlements and opinions on the various proposals enlisted below. If unchecked on the below proposals, it is deemed having indicted recognition or approval on said proposals. 1. Recognition of the Company’s 2018 annual report and final statement, which please put forth for plenary voting: (1)Agree, (2)Against, (3)Waive. 2. Recognition of the Company’s 2018 loss make-up proposal, which please put forth for plenary voting: (1)Agree, (2)Against, (3)Waive. 3. Amendment to the Company’s articles of incorporation, which please put forth for plenary voting: (1)Agree, (2)Against, (3)Waive. 4. Amendment to the Company’s “Procedures for Acquisition and Disposal of Assets”, which please put forth for plenary voting: (1)Agree, (2)Against, (3) Waive. 5. Amendment to the Company’s “Procedures for Granting of Loans”, which please put forth for plenary voting: (1)Agree, (2)Against, (3)Waive. 6. Amendment to the Company’s “Procedures for Endorsement and Guarantees”, which please put forth for plenary voting: (1)Agree, (2)Against, (3)Waive. 7. Re-election of one independent director and one supervisor for the 10th II. If the shareholder has not checked and selected in the precedingon the scope of authorization or when checking multiple options, it shall be deemed as a fiduciary empowerment; however, the shareholders’ service entity acting as the appointed agent may not accept the fiduciary empowerment, and the agent is to exercise the shareholder’s entitlements per the content of empowerment stated in the preceding par (II). Board of Directors, which please put forth for plenary voting: (1)Agree, (2)Against, (3) Waive. III. The agent can deal with incidental matters in the meeting with full authority. IV. Please send the attendance certificate (or attendance sign-in card) to the agent for safekeeping. The authorization is still effective in case the meeting date changes for some reason. (For this session only) The agent statement is hereby presented to, GEM TERMINAL INDUSTRY CO., LTD. Authorization date: M D, _Y		Shareholder’s number:		Sign or seal
		Name or title
		shareholdings
		requestor		Sign or seal
		Shareholder’s number
		Name or title
		trustee		Sign or seal
		Shareholder’s number
		name or title
		ID card number or unified taxation code
		Address:

Solicitation venue and personnel’s signature/endorsement column:

108 GEM TERMINAL INDUSTRY CO., LTD. Year 2019 Notice for Attendance in Shareholders’ Meeting Time: June 25, 2019 (Tuesday), 9:00A.M. Location: No.138, Ln. 513, Datong Rd., Luzhu Dist., Kaohsiung City Shareholder’s Number: Shareholder’s Name: Shareholdings: Signature or stamp of the shareholder in case of attending the meeting

Meeting Notice

1. The 2019 shareholders’ meeting has been scheduled at 9:00AM on June 25 of 2019 (Tuesday) at No.138, Ln. 513, Datong Rd., Luzhu Dist., Kaohsiung City. The registration of this year’s meeting will commence at 8:30AM at the same address. The key meeting agenda encompassing:

2. (1) Reporting matters: 1. Report on business operations of 2018; 2. Supervisors’ audit on 2018 Final Statement; 3. Report on the loan granting status of 2018; 4. Report on investments made in the mainland of China in 2018.

3. (2) Recognizing matters: 1. Recognition of the Company’s 2018 annual report and final statement; 2. Recognition of the Company’s 2018 loss make-up proposal

4. (3) Discussion matter: 1. Amendment to the Company’s articles of incorporation, which please put forth for plenary voting; 2. Amendment to the Company’s “Procedures for Acquisition and Disposal of Assets”, which please put forth for plenary voting; 3. Amendment to the Company’s “Procedures for Granting of Loans”, which please put forth for plenary voting; 4. Amendment to the Company’s “Procedures for Endorsement and Guarantees”, which please put forth for plenary voting.

5. (4) Election matter: Re-election of one independent director and one supervisor for the 10th Board of Directors, which please put forth for plenary voting. (5) Interim motions.

6. Where the meeting subject(s) shall be indicated as prescribed in Article 172 of the Company Act, please visit the Market Observation Post System (MOPS) website at http://mops.twse.com.tw/mops/web/index) and enter the company code to choose and download the e-books, including the annual report and information/data related to the shareholders’ meeting.

7. As stipulated under article 165 of the Company Act, share title transfer registration will be suspended effective form April 27, 2019 to June 25, 2019.

8. Herein attached one attendance sign-in card and one letter of authorization (one copy each). P lease carry “Attendance sign-in card” which your signature or seal is on (Do not have to send back) to the meeting place for check-in and attendance on the meeting date if you decide to attend personally ; please sign or seal on the “authorization” and fill in the name of the trustee and related information personally, sending to the Company’s transfer agent, SinoPac Securities transfer agency department five days earlier than the meeting date after handing over the authorization to the trustee and he (she) signs or seals on the trustee of the authorization if you authorize the trustee to attend. This hereby sends the attendance sign-in card to the trustee.

9. Shareholders, requestors and trustees shall carry identity documents to prepare for a checkup when they attend the meeting.

10. If shareholders want to request authorizations, the Company will make request information collection tablets of requestors and disclose them on the website of Securities & Futures Institute on May 24, 2019. If shareholders want to inquire, he (she) can directly input (website: http://free.sfi.org.tw), goes to the “free letter of authorization inquiry system” and enter the company code for inquiry. It is available to input search conditions after clicking “go to the inquiry of authorization declaration and meeting information from here.”

11. The shareholders may electronically exercise their voting rights this year. The exercise period: From May 25 of 2019 to June 22 of 2019. Please enter TDCC STOCKVOTE, an e-voting platform for shareholders’ meeting. (Website: http://www.stockvote.com.tw)

12. The re-election is for one independent director and one supervisor. The nominated candidate is Hsu Hsin-Chieh (nominated for independent director). The website for checking the academic and professional backgrounds of the candidate(s) is: http://mops.twse.com.tw.

13. Our statistics and verification institute is SinoPac Securities transfer agency department.

14. Please kindly comply accordingly. Shareholder ________

Best regards,

Board of Directors, GEM TERMINAL INDUSTRY CO., LTD.

*** Important Notice***

Letter of Authorization To GEM TERMINAL INDUSTRY I. Souvenir: Cutlery set (or other souvenir with the same value) CO., LTD., II. Rules of distributing souvenirs: No souvenir will be distributed to shareholders holding less than 1,000 shares, unless they attend the As a legal person shareholder, we Shareholders’ Meeting in person or exercise their voting rights electronically. hereby appoint ___ as our III. Ways to collect your souvenirs: representative to attend the 1. Attend the Shareholders’ Meeting in person with this notice (your signature or stamp is required as Shareholders’ Meeting of your specified on the second page); and register yourself and collect your souvenir before the end of Company to be held on June 25 of this meeting, which will be held on June 25 of 2019. Please note that no souvenir will be 2019; and to exercise all shareholders’ distributed after the meeting. rights bylaw. 2. For shareholders who fail to attend the shareholders’ meeting, please contact with our Company We hereby appoint ______ (No. 138, Ln. 513, Datong Rd., Luzhu Dist., Kaohsiung City) or Transfer Agency Department of as the representative of us, a legal SinoPac Securities Co., Ltd. (1F, No. 2, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City) person shareholder of for collecting the souvenir. Please note that no mailing service is provided for souvenirs. 3. Cast your e-vote for souvenirs Legal Person Shareholder: From July 24 of 2019 to July 26 of 2019 every work day from 9am to 4pm, come to our Company (No. 138, Ln. 513, Datong Rd., Luzhu Dist., Kaohsiung City) to collect your souvenir with the attendance sign-in card or the print of “proposal voting status” (full page; can be found on the website of “STOCKVOTE – An E-Voting Platform for Shareholders’ Meeting”). Please note that Date: 2019 (dd/mm/yyyy) no souvenir will be distributed after the said period; and no souvenir will be distributed to shareholders who fail to exercise their voting right electronically.