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PSC AGM Information 2021

Jul 28, 2021

52209_rns_2021-07-28_d17d3894-4b5f-4bfe-b998-02a09492599a.pdf

AGM Information

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  • Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

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Meeting Notice of 2021 General Shareholders’ Meeting

  1. The 2021 General Shareholders’ Meeting (“the Meeting”) will be held on June 17, 2021, at 9:00am, at B1, No.8 Dongxing Road, Song Shan District, Taipei City. The key items to be addressed in the meeting are as follows:

(1) Report Items

  • i) 2020 Business Report

  • ii) 2020 Audit Committee's Review Report

  • iii) 2020 Remuneration of Employees and Directors

  • iv) Amendment to the “Ethical Corporate Management Best Practice Principles”

  • v) The enactment of the “Procedures for Ethical Management and Guidelines for Conduct”

(2) Items to be Adopted

  • i) Adoption of the 2020 business report, consolidated financial statements and financial statements

  • ii) Adoption of the Proposal for the 2020 earnings distribution

  • (3) Items for Discussion

  • i) Amendment to the Articles of Incorporation ,and invites discussion.

  • ii) Amendment to the Articles of Rules and Procedures of Shareholders’ Meeting,and invites discussion.

  • iii) The proposal of issuance of new shares through capitalization of retained earnings,and invites discussion.

  • iv) Amendments to the “Operating Procedures for Endorsement and Guarantee” ,and invites discussion.

  • (4) Election Items

To elect the 12h Board of Directors of the company.

  • (5) Extraordinary Motions

Discuss to release the directors from non-competing restrictions.

  • (6) Provisional Motions

2. Shareholder Dividends to be distributed:

Proposed cash dividend is $2,099,756,744, which is equivalent to $1.50 per share.Proposed stock dividend is $559,935,140, which is equivalent to $0.4

per share. Each common shareholder with 1,000 shares will be entitled to receive 40 shares. It is proposed to authorize the record date for distribution will be decided by the Board of Directors as authorized. It is proposed to authorize the Board of Directors to adjust the amount per share to be distributed to shareholders based on the number of actual shares outstanding on the record date for distribution in the event that the total number of outstanding shares changes.

  1. To elect 19 Directors (including 4 independent directors).

  2. The Company adopts a nomination system to elect the directors. Related information is as follows:

(1) Candidates of Directors:

  • i) Lin, Kuan-Chen (Representative of Kai Nan Investment Co., Ltd.)

  • ii) Liu, Tsung-Yin (Representative of Kai Nan Investment Co., Ltd.)

  • iii) Chen, Kuo-Hui (Representative of Kai Nan Investment Co., Ltd.)

  • iv) Hsieh Hung, Hui-Tzu (Representative of Kai Nan Investment Co., Ltd.)

  • v) Lu, Li-An (Representative of Kai Nan Investment Co., Ltd.)

  • vi) Chen, Ching-Yi (Representative of Kai Nan Investment Co., Ltd.)

  • vii) Chen, Yi-Ling (Representative of Kai Nan Investment Co., Ltd.)

  • viii) Tene, Wen-Hwi (Representative of Canking Investment Corp.)

  • ix) Lee, Chi-Ming (Representative of Hui Tung Investment Co., Ltd.)

  • x) Chang, Ming-Chen (Representative of Leg Horn Investment Co., Ltd.)

  • xi) Tu, Li-Yang (Representative of Ta Le Investment Holding Co., Ltd.)

  • xii) Lee, Shu-Fen (Representative of China F.R.P. Corporation.)

  • xiii) Duh, Bor-Tsang

xiv) Lee, Tzong-Shiun Eli

xv) Juang, Jing-Yau

Candidates of Independent Directors:

xvi) Liang, Yann-Ping

xvii) Pai, Chun-Nan

xviii) Song, Yung-Fong

xix) Horng, Yuan-Chuan

(2)Education and experience of the candidates: please refer to the Market Observation Post System website

(https://mops.twse.com.tw/mops/web/t146sb10) and enter "Stock Code: 2855" ,"Date of Public Announcement: For the most recent 3 months" and "Type of Public Announcement: About the election of the directors/supervisors which adopts the nomination system TWSE/TPEx-listed and emerging stock companies.

  1. Topic : Discuss to release the directors from non-competing

  2. restrictions,Explanatory Notes:Pursuant to Article 209 of the Company Act, it is proposed to request the General Shareholders’ Meeting to release the non-compete restrictions on the 12th director Mr. Lin,Kuan-Chen, who was appointed as the director of the joint venture Jin Yuan President Securities Corporation Limited.

  3. In accordance with Article 165 of the Company Law, the transfer of shares will be suspended during the period of April 19, 2021 to June 17, 2021.

  4. In addition to a public announcement, a meeting notice and proxy statement has been mailed to you. If you wish to attend the meeting in person, please fill out the Personal Attendance Notice and the Attendance Signature Card and bring these two forms with you and appear at the Meeting at the time and place mentioned above. If you would like to assign a proxy to represent you at the Meeting, please fill out the Proxy Statement and the Signature Card, and mail them back to President Securities Corp. at least 5 days before the Meeting. Once the signatures on the forms have been verified, the Signature Card will be stamped and returned and the shareholder or the shareholder’s representative will then be authorized to attend the Meeting.

  5. For any shareholder intending to solicit proxy statements, our Company will have the necessary information uploaded to the Securities and Futures Institute website (http://free.sfi.org.tw) on May 17, 2021. On this website, simply click the section entitled “Proxy Statement Information Free Inquiry System” and then proceed to enter your query parameters.

  6. For any shareholder intending to excise the voting power by way of electronic transmission during the excise period from May 18, 2021 to June 14, 2021 please login https://www.stockvote.com.tw, the website of Taiwan Depository and Clearing Corporation, for operation manual.

  7. The statistical verification agency for the power of attorney of the company's shareholders' meeting is the President Securities Corp..

  8. If there is a stipulation in Article 172 of the Company Law that should list and explain the main contents of the convening, please go to the Market Observation Post System (website: http://mops.twse.com.tw)

  9. Please be advised of the aforementioned.

Sincerely, The Board of Directors President Securities Corp.