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UIS — AGM Information 2021
Dec 13, 2021
52058_rns_2021-12-13_10ee3846-9290-4c5d-b0bf-da3d5293c791.pdf
AGM Information
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2021 General Shareholders' Meeting notice of UNITED INTEGRATED SERVICES CO., LTD.
I. Please be informed that the Company’s 2021 shareholders’ meeting is scheduled for 9:00 a.m. on May 28, 2021 (Friday), at the Chinatrust Executive House (No.219-2, Sec. 3, Zhongxing Rd., Xindian Dist., New Taipei City) For the present meeting, we start to accept reports from shareholders for participation at 8:30 a.m. at the same venue as the meeting.
II. Key issueson the agenda: (I) Company Reports: 1. The Business Report for 2020. 2. 2020 Audit Committee's audit report. 3. 2020 Report on remuneration to employees and directors. 4. 2020 Report on allocation of earnings. 5. Report about investments in Mainland China. (II) Approvals: 1. Motion for 2020 business report and financial statements. 2. Motion for 2020 allocation of earnings. (III) Discussions: To amend the Company’s “Parliamentary Rules for Shareholders' Meetings" in part. 2. Partial amendment to the Company's “Articles of Incorporation” (A proposal duly posed by shareholders in accordance with Article 172-1 of the Company Act) . 3. Proposal for cash reduction from capital and refund of reduced capital to shareholders (A proposal duly posed by shareholders in accordance with Article 172-1 of the Company Act) (IV) Election: The election of all board directors. (V) Proposal: 1. Lift the restriction of non-compete off the newly elected directors and their representatives. (VI) Motions.
III. The profit distribution proposal for the year 2020 has been passed in the board of directors through resolution at a cash dividend of NT$17 per share to be distributed. The actual dividend rate is to be duly adjusted according to the actual number of shares outstanding on the dividend base date.
IV. The major contents of the present shareholders’ meeting. For key issues subject to Article 172 of the Company Act, other than those having been enumerated under the notice of the meeting, please look into Market Observation Post System (MOPS) (URL: https://mops.twse. com.tw, click "Fundamental Information/E-Book/Annual Report and Shareholders' Meeting Related Information (including Depository Receipt Information)," enter the Company's code and year before selecting the shareholders' meeting related information) for more details.
V. The Company discussed lifting restrictions from directors’ competitive conducts. In
accordance with Article 209 of the Company Act, the Company hereby requests the shareholders’ meeting to approve the lifting of restrictions on competing conduct from directors and their representatives. For the contents of jobs concurrently the newly appointed directors may engage in, please look into Market Observation Post System (MOPS)/Fundamental Information/e-book/Annual Report and Shareholders' Meeting Related Information (including Depository Receipt Information) (URL: http://mops.twse.com.tw) for more details.
VI. Pursuant to Article 165 of the Company Act, the Company would suspend change in the record in the shareholder register during the period starting from March 30, 2021 to May 28, 2021. A shareholder who intends to open an account (with submittal of the seal card) is advised to contact Taishin International Bank - Share Administration Agency to handle such process.
VII. Where proxy forms are solicited by a shareholder(s), the Company will prepare a summary form of solicitation information and disclose it on the website of the Securities & Futures Institute before April 27, 2021. An investor who intends to inquire about it is advised to visit (URL: https://free .sfi.org.tw), just input the query conditions;. The Company's statistical verification institution is Taishin International Bank - Share Administration Agency.
VIII. In the present shareholders’ meeting, all nine directors (including three independent directors) shall be reelected in full. In the candidate nomination system, the candidates covered within the list include: Chairman: C.S. Chen, Benny Chen, Joseph Lee, Kuan-Ming Lin, Yu-An Chen; Representatives of Liang Yi Investment Co., Ltd.: Chih-Ming Lai, Belle Lee, Wei-Hsin Ma, Hsiao-Pang Yang; Independent directors: Ting Hou, Kuo-Chi Tsai, Te-Ying Liao, Kun-Hsien Lin. A shareholder who intends to look into their academic credentials and hands-on career experiences is advised to directly look into Market Observation Post System (MOPS) "Announcement Inquiry" (URL: https://mops.twse.com.tw).
IX. In addition to the announcement at the Market Observation Post System (MOPS). a special letter is herewith served. Please find enclosed herewith the attendance signin card and proxy form, one copy each. If you decide to participate in the meeting in person, please sign or stamp with your seal on the third page of the "attendance signin card" and submit it to the conference venue on the day scheduled for the meeting to report for your presence (please do not send it back by mail); if you entrust a proxy to participate in the meeting on your behalf, please sign or stamp with your seal on the
proxy form and fill in the proxy’s relevant information and his or her signature or seal and then serve the proxy form to Taishin International Bank - Share Administration Agency not later than five (5) days prior to the date scheduled for the meeting.
X. A shareholder of the present shareholders’ meeting is entitled to exercise voting rights either electronically or in writing. Where a shareholder exercises voting rights electronically, the exercise period is from April 28, 2021 to May 25, 2021. Please simply log in to the "Shareholder E-vote" of Taiwan Depository & Clearing Corporation and vote exactly as instructed. [URL: https://www.stockvote.com.tw]; A shareholder who intends to exercise voting rights in writing is advised to affix his or her original seal on the fourth page, check the content of each proposal and fill in the number of voting rights, fold and mail (deliver) it with an advertisement reply letter to the Company's stock agent—Taishin International Commercial Bank Co., Ltd., Attn.: Stock Affairs Agency Department at the latest not later than May 25, 2021. A shareholder who exercises voting rights in writing or electronically is deemed to have participated in the shareholders' meeting in person. On an extemporary motion in the shareholders meeting and an amendment to the original motion, nevertheless, such shareholders shall be deemed as abstentions.
XI. Participants in the shareholders' meeting are required to present identification documents ready for checking.
XII. Your participation and cooperation shall be earnestly appreciated.