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GUC AGM Information 2023

May 30, 2023

52327_rns_2023-05-30_7d5035b4-9c04-43a9-abb0-6065e21ada39.pdf

AGM Information

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Global Unichip Corp.

2023 Annual General Shareholders' Meeting Notice

  • ( This document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail. )
  1. 2023 Annual General Shareholders' Meeting (the "Meeting") of Global Unichip Corp. (the "Company") will be convened at the 3rd Floor, No. 10, Li-Hsin 6[th] Road, Hsinchu Science Park , Hsinchu City, at 9:30 a.m. on Thursday, May 18, 2023. The agenda for the Meeting is as follows:
  • (1)Report Items

    • (1.1) To report the business of 2022

    • (1.2) To report 2022 employees’ profit sharing and directors’ compensation

    • (1.3) Audit Committee’s review report

    • (1.4) Communication report between the convener of the Audit Committee, the independent director members and the head of Internal Audit

    • (1.5) The convener of the Compensation Committee reports the compensation received by the directors, including the compensation policy, the content and amount of individual compensation and their correlation with the performance evaluation results

  • (2) Proposed Resolutions

    • (2.1) To accept 2022 Business Report and Financial Statements

    • (2.2) To accept Company’s 2022 Earnings Distribution

  • (3) Discussion Items

  • To approve amendments of “Procedures for Acquisition or Disposal of Assets”

  • (4) Directors Election

To elect nine Directors (including five independent directors)

  • (5) Other Proposals

  • To Release the Prohibition on Directors from Participation in Competitive Business

  1. The major item of the proposal for distribution of 2022 profits adopted at the meeting of the Board of Directors is as follows: cash dividend of NTD$ 1,876,166,754 from the retained earnings at NT$14.0 per share.

  • (1)The Board of Directors resolved that nine Directors (including five Independent Directors) will be elected at this Annual General Shareholders' Meeting.

  • (2)List of Director (Including Independent Director) Candidates:

    • Taiwan Semiconductor Manufacturing Co., Ltd. Legal representative: F.C. Tseng

    • Taiwan Semiconductor Manufacturing Co., Ltd. Legal representative: Cliff Hou

    • Taiwan Semiconductor Manufacturing Co., Ltd. Legal representative: Wendell Huang

    • Taiwan Semiconductor Manufacturing Co., Ltd. Legal representative: Sean Tai

    • Independent director: Kenneth Kin ,Jesse Ding, Huang, Tsui-Hui, Cheng-Wen Wu, Ho-Min Chen

  • (3)Please refer to http://mops.twse.com.tw for the Director (including Independent Directors) candidates' academic background, experience and relevant information

  1. In accordance with the stipulations of the Company Act, Article 172, its main content shall be described on the Market Observation Post System; for inquiries, please visit the website at http://mops.twse.com.tw

  2. At this general shareholders meeting, each of the resolutions and proposals will be discussed case by case, followed by elections for the Board of Directors, and all issues will be put to a vote simultaneously with the votes counted separately.

  3. Enclosed find 1 Attendance Card and 1 Proxy Form. For shareholders who decide to attend in person, please sign or affix your seal to the Attendance Card and bring it to the venue on the day of the meeting for registration (there is no need to mail it). For shareholders attending by proxy, please sign or affix your seal to the Proxy Form, fill in the proxy’s name and address yourself, and mail the form to the Company’s stock transfer agent (CTBC Bank Transfer Agency Department) no later than 5 days before the meeting so that the proxy’s registration card can be issued.

  4. Should any shareholder solicit a proxy, the Company shall compile their solicitation information into a summary chart and post it to the Securities & Futures Institute website on April 17, 2023. Interested shareholders may visit

the site directly at https://free.sfi.org.tw “Free Proxy Inquiry System”to

input their query.

  1. Voting rights for this shareholders meeting may be exercised electronically. The voting shall take place from April 18, 2023 through May 15, 2023. Please visit the Taiwan Depository & Clearing Corporation’s “Electronic Voting Platform for Shareholders Meetings” at https://www.stockvote.com.tw and follow the instructions to vote.

  2. The counting and verification organization for this shareholders meeting’s

proxies is the CTBC Bank Transfer Agency Department.

10.Shareholders are requested to take note and act accordingly. Sent to:

Company Shareholders

Sincerely,

Global Unichip Corporation Board of Directors