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TXC — AGM Information 2022
Jun 10, 2022
52274_rns_2022-06-10_43c219fc-b139-41b1-8260-56ef24dc8594.pdf
AGM Information
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TXC CORPORATION
Notices of the Regular Shareholders’ Meeting in 2022
- TXC CORPORATION hereby announces to convene a Regular Shareholders’ Meeting at the TXC Corporation (Meeting Room), located in No.4, KungYeh 6[th] Rd., Pingzhen Industrial District, Taoyuan City. The shareholders’ meeting of the company commences at 9:30 a.m., Tuesday, May 31, 2022, and the company starts to deal with registered matters at 9:00 a.m.
Meeting Agenda:
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I. Reported Matters
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(1) To report the business of 2021 (2) Audit Committee’s review report (3) To report 2021 employees’ profit sharing bonus and directors’ compensation (4) To report 2021 5[th] domestic unsecured convertible bond
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II. Acknowledged Matters
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(1) To accept 2021 Business Report and Financial Statements (2) To approve the proposal of distribution of 2021 earnings
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III.Discussion Matters
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(1) To Revise the ‘’Articles of Incorporation’’
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(2) To Revise the ‘’Rules and Procedures of Shareholders Meeting’’
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(3) To Revise the ‘’Procedures for Election of Directors’’
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(4) To Revise the ‘’Procedures for Acquisition or Disposal of Assets’’
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IV.Election Matters
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(1) To elect eleven directors (including four independent directors)
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V. Other Proposals
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(1) To remove the restriction of non-compete agreement of newly elected directors VI.Extemporary Motions
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Proposed resolutions for 2021 earnings distribution: Cash dividends: NT$2,323,177,800—NT$7.5 cash dividend per share.
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To elect eleven directors (including four independent directors)
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The directors candidate List: (i) Lin, Wan-Shing, (ii) Lin, Jin-Bao, (iii)Chen Chueh, Shang-Hsin, (iv)Kuo, Ya-Ping, (v)Huang, Hsiang-Lin, (vi)Hsu, Hsing-Hao, (vii) TLC Capital Co.,LTD; The independent directors candidate List: (i)Yu, Shang-Wu, (ii)Tsai, Song-Qi, (iii)Su Yan-Syue, (iv)Wang Chuan-Fen, for related information on the above candidates' academic experience, please refer to Market Observation Post System (MOPS) (https://mops.twse.com.tw).
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According to Article 209 of the Company Act, the company is going to remove the restriction of non-compete agreement of new directors. For more details, please refer to handbook of shareholders’ meeting.
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Enclosed please find each one copy of the notice of the regular shareholders’ meeting and a proxy letter for your disposal. If you wants to participate in the said meeting personally, please sign or affix your seal on the said notice of the regular shareholders’ meeting and bring it to the meeting place on the meeitng day to report your attendance; If you want to assign a proxy to attend the said meeting, please fill out the attached proxy letter indicating the name and address of the agent
appointed by you and provide your personal signature or seal on the proxy letter and mail the proxy letter within five days prior to the calling of the shareholders’ meeting to the company’s stock agent, Yuanta Securities Co.,Ltd. Which is located in the B1, No. 210, Chende Rd., Section 3, Taipei (Zip Code 103432), so that the Company can send out the meeting attendance admission (or attendance signature card) to you.
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Letter of proxy of the company will be vertified by registrar of Yuanta Securities Co.,Ltd.
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If there is any shareholder who asks for letter of proxy, the company will disclose related information on website of Securities and Futures Institute by April 25, 2022. Please search for related information in “Free Search System of Proxy Letter Announcement” of the following website: https://free.sfi.org.tw.
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The main content of the shareholders’ meeting, if there are matters stipulated in Article 172 of the Company Act, except for the convening notice, the main contents of the meeting please refer to MOPS (https://mops.twse.com.tw).
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Shareholders may exercise their voting rights through STOCKVOTE platform of Taiwan Depository & Clearing Corporation (https://www.stockvote.com.tw) during the period from April 30 to May 28, 2022.
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If the company is affected by the epidemic of COVID-19, it is necessary to change the meeting place of the shareholders' meeting. At that time, the company will announce the major information of the "public information observatory".
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Souvenir Receive Instructions
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(1) Souvenir types: NT$50 commodity card for convenient store (when the souvenirs are insufficient, they can be replaced by equivalent products)
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(2) Principles for distribution of souvenirs: Shareholders holding less than 1,000 shares (including those who entrust others to receive them) will not be issued (except in person or electronically to exercise voting rights).
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(3) How to distribute souvenirs:
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a. Entrust the solicitor to attend as an agent: please contact the solicitor for the solicitation site (solicitation 1,000 shares (inclusive) or above) from April 26, 2022 to May 25, 2022 (except regular holidays; each solicitation site may end the solicitation early depending on the solicitation status). See the free website of the SECURITIES & FUTURES INSTITUTE for the solicitation site: https://free.sfi.org.tw, go to the "Proxy Free Query System" and enter the query conditions.
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b. Those who attend the shareholders' meeting in person: please present the attendance card (signature or seal) to attend the shareholders' meeting and receive souvenirs, which will be issued at the venue on the day of the meeting until the end of the meeting, and will not be reissued after the meeting.
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c. Shareholders holding more than 1,000 shares who do not entrust or attend the shareholders' meeting in person and want to receive souvenirs, please present the attendance card to receive the souvenirs at the venue before the end of the meeting on the day of the meeting..
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d. Souvenirs will not be exchanged by mail.
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e. Those who exercise voting rights electronically and vote successfully, please bring the following
documents:
(1) Original ID card.
(2) Present the attendance signature card, or print out the full page of the "Vote on Resolutions" page of the https://www.stockvote.com.tw/ (choose one of the two)
The documents (1) and (2) above are all required, and from 9:00 am to 4:30 pm from June 1, 2022 to June 3, 2022 (except public holidays), until Yuanta Securities Co., Ltd. Souvenirs can be redeemed at the 1st Floor, B1 or B2 of the agency department. During this period, shareholders who do not exercise their voting rights electronically will not be issued souvenirs.
For the attention of all shareholders:
Yours faithfully, Board of Directors TXC Coproration