Highwealth — AGM Information 2022

Jun 17, 2022

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Highwealth Construction Corporation

Meeting Notice

for 2022 Annual Shareholders’ Meeting

This document is prepared in accordance with the Chinese version and is for reference only. In the event of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

• I. Method for convening the meeting: A physical shareholders' meeting . Time: June 14, 2022 (Tuesday) at 9:00 a.m.

  • Location: No.8 Zhifu Rd, Jhongshan District, Taipei City

  • (Serendipity Lounge, Dazhi Denwell Hotel)

• II. The time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance ：

Time: June 14, 2022 (Tuesday) at 8:30 a.m.

• Location: No.8 Zhifu Rd, Jhongshan District, Taipei City (Serendipity Lounge, Dazhi Denwell Hotel)

• III. Report Items

  • (1). The Company’s Business Report for 2021.

  • (2). Audit Committee’s Review Report of the Company’s Audited Financial Statements for 2021.

  • (3). Report on the Compensation Distribution for Employees and Directors for 2021.

  • (4). Report on the Distribution of Cash Dividends from the

    • Company’s Retained Earnings for 2021.

  • (5). Report on the Provision of Endorsements and Guarantees for 2021.

  • (6). Report on the Implementation Status of Treasury Stocks.

  • (7). Report on Offering and Issuance Status of Corporate Bonds.

• IV. Proposals for Acceptance and Approval

  • (1). Business Report and Financial Statements for 2021.

  • (2). Distribution of Earnings of the Company for 2021.

• V. Discussion Items

  • (1). 2021 Capital Increase from Retained Earnings and Issuance of New Stocks.

  • (2). Amendment of partial articles of Articles of Incorporation.

  • (3). Revised certain parts of the Company Articles on “Procedures of Acquisition or Disposal of Assets”.

  • (4). Amendments to certain articles of the “Rules of Procedures for Shareholders’ Meetings”.

• VI. Extemporary Motions

• VII. If the Company decides to hold a meeting under Article 172 of the Company Law, electronic files will be posted to the Market Observation Post System at https://emops.twse.com.tw. Please select "Shareholders' Meetings" under the "Electronic Books" tab, enter the year, and click "GO" to find the meeting files corresponding to Company code.

• VIII. Resolution by the board of directors to distribute 2021 dividends ：

  • (1).Appropriations of earnings in cash dividends to shareholders (NT$ per share):4.16 (NT$ 4,160 per 1,000 share)

  • (2).The cash dividend disbursed shall be rounded down to the nearest dollar (any amount below NT$1 shall be omitted). The total fractional cash dividends less than NT$1 shall be transferred to the Company's other earnings.

  • (3).Ratio of shares subscribed by or allotted as stock dividends to

existing shareholders:104 shares distributed gratis per 1,000 share.

• (4).For any fractional shares which are less than one full share, shareholders could apply for combining the fractional shares into integer within 5 days after the distribution of stock record date. For fractional shares which are not combined within a designate time period or after combined by the shareholders but still unable to compose a whole number of share, the holders will be distributed of cash in a dollar amount calculated at par value. Such remainder fractional shares will be subscribed by designated individuals arranged by the chairman authorized by the Board.

• (5).Rights and obligations of these newly issued shares:Same as the issued and existing shares.

• (6).The ex-rights date will be determined fully by the Board authorized by Shareholders’ Meeting after the case is approved by the authorities. If the outstanding shares changed due to recapitalization through offering new common shares, cancellation or issuance of new shares throughthe conversion of convertible bonds, and the transactions, conversion, cancelation of treasury stock result in the distributing ratio of stock dividends changed, the final ratio will be determined fully by the Board authorized by Shareholders’ Meeting. If the case needs to be changed by the authorities, it will be determined fully by the Board authorized by Shareholders’Meeting.

• IX. Pursuant to Article 165 of the Company Act, the Company hereby closes the share transfer registration from April 16, 2022 to June 14, 2022.

• X. Please find enclosed the "Notice of Attendance" and "Proxy Statement." If you intend to personally attend the meeting, please sign or place your seal in the "Registration Card" column. Shareholders may sign or place their seal in the "Proxy Statement" column to appoint a proxy to attend the meeting on his or her behalf and execute power of attorney in writing. Please fill in the "Proxy Statement" and deliver to the Company's stock agency, Grand Fortune Securities Co., Ltd. Transfer Agent, no later than June 8 ,2022, 5 days prior to the meeting date.

• XI. The company will compile a summary statement of the relevant

information provided by shareholders through solicitation of the proxy and disclose the content in the website of Securities & Futures Institute (SFI) on May 13 , 2022. Shareholders can navigate to SFI's web page (https://free.sfi.org.tw) to view relevant information. (TWSE code: 2542)

• XII. Shareholders may exercise his/her/its voting rights by way of electronic transmission during the period from May 14, 2022 to June 11, 2022. Please log in the “ Stockvote ” (https://www.stockvote.com.tw) of Taiwan Depository & Clearing Corporation (TDCC) and vote in.

• XIII. The Transfer Agency Department of Capital Securities Co., Ltd. is the proxy tallying and verification institution for this Annual meeting.

• XIV. It is highly appreciated that you handle the matters accordingly.

To Shareholders

Board of Directors

Highwealth Construction Corporation