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TASC — AGM Information 2023
Jul 4, 2023
52015_rns_2023-07-04_04857951-8089-4a21-b4c8-85546c94737e.pdf
AGM Information
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Taiwan-Asia Semiconductor Corporation 2023 Annual Shareholders' Meeting Notice
(Summary Translation)
The 2023 Annual Shareholders' Meeting (the "Meeting") of Taiwan-Asia Semiconductor Corporation will be convened at 9:00 a.m. on June 20, 2023 at 2F.,No.1,Section 3,Gongdao 5th Road, East District,Hsinchu City (Amazinghall Yufeng Brilliant Theater)
A. The agenda for the Meeting is as follows:
I. Meeting called to order
II. Report Items
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2022 Business Report
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2022Audit Committee Report
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Distribution of Remuneration to Employees and Directors Report 2022
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2022 Surplus Distribution and Cash Dividend Report
III. Acknowledgements & Proposed Resolutions
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The 2022 Financial Statements and Business Report are hereby submitted for recognition.
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The distribution of the 2022 surplus is hereby submitted for recognition.
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To cooperate with the future stock listing plan of the subsidiary, OPTO TECH CORPORATION (hereinafter referred to as " OPTO TECH CORPORATION "), the Company shall carry out the stock release operation and abandon the cash capital increase plan of OPTO TECH CORPORATION.
IV. Extraordinary motion
V. Meeting adjourned
B. Any other matters that need to be specified:
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The main content of the proposal for Surplus Distribution and Cash Dividend Report of 2022 is as follow: In accordance with the provisions of Article 29-1 of the Articles of Incorporation, the Board of Directors is authorized to resolve that all or part of the dividends and bonuses distributable are to be made by way of cash, which resolution shall also be reported to the Shareholder meeting.
- The surplus for the year 2022 is appropriated to be the shareholder bonus in the amount of NT$438,622,846, which is to be distributed by way of cash dividends of NT$1 per share. The actual dividend payout ratio is calculated based on the number of shares entitled to participate in the distribution on the ex-dividend date, and rounded up or down to the whole number, of which the total of its fractional amount less than NT$1 shall be adjusted in order starting from the largest decimal number to the smallest decimal number as well as from the smallest shareholder account number to the largest one until it reaches the total amount of the cash dividend to be distributed.
This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.
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- The main content of the proposal for cooperate with the future stock listing plan of the subsidiary, OPTO TECH CORPORATION (hereinafter referred to as " OPTO TECH CORPORATION "), the Company shall carry out the stock release operation and abandon the cash capital increase plan of OPTO TECH CORPORATION is as follow:
To support the operational development of the subsidiary, OPTO TECH CORPORATION, and to attract and retain the necessary professional talents, as well as to comply with the regulations of the securities listing application, the Company’s shareholding of OPTO TECH CORPORATION needs to be reduced to below 70% before applying for listing. At the time of listing, the Company, its subsidiaries, the directors, supervisors, representatives, shareholders holding more than 10% of the total outstanding shares, and their related parties may collectively hold no more than 70% of the total issued shares of OPTO TECH CORPORATION. To maintain control over OPTO TECH CORPORATION as stated in the third point of this explanation, the Company plans to dispose of some of its shares in OPTO TECH CORPORATION during the first or subsequent cash capital increase(s) issued by OPTO TECH CORPORATION before it applies for listing. The Company may also choose to release some or all of its shares or waive the right to subscribe for some or all of the newly issued shares, and dispose of some of its shares in OPTO TECH CORPORATION in one or more installments.
(1) Abandonment of the capital increase in cash subscription
- (2) Disposal of OPTO TECH CORPORATION shares
For the stock release required for the registration and listing process of OPTO TECH CORPORATION, the Company shall allocate shares for the underwriter and for the oversubscription process according to relevant laws and regulations and related listing requirements. The number of shares to be allocated and the price shall be jointly agreed upon by the underwriter based on relevant laws and regulations, market conditions at the time, and OPTO TECH CORPORATION 's operating status.
After completing the aforementioned operations of releasing shares and/or waiving the cash capital increase subscription, the Company's direct or indirect comprehensive shareholding percentage in OPTO TECH CORPORATION shall still not be less than 50% at the time of its listing, in order to maintain control and achieve group synergy.
The Company's Shareholders' Meeting is requested to authorize the Board of Directors to fully handle the above-mentioned matters related to the release of shares and/or abandonment of cash capital increase subscription for OPTO TECH CORPORATION.
This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.
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C. The Company will compile and post a general list of information on calls for proxies, if any, by May 19st , 2023, on the Securities & Futures Institute website (http://free.sfi.org.tw). Investors may conduct search for the information by logging on the above site. The Stock Transfer Agency Department of Taishin Securities Co., Ltd. will certify the tally of proxies.
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D. According to Article 165 of the Company Act, the book closure period for ordinary shares starts from April 22, 2023 to June 20, 2023.
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E. The shareholders may exercise their voting rights through the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (http://www.stockvote.com.tw) during the period from May 20, 2023 to June 17, 2023.
Sincerely,
Board of Directors
Taiwan-Asia Semiconductor Corporation
This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.