Notice for the 2024 Annual Shareholders' Meeting
I. The Company will convene its 2024 Annual General Meeting of Shareholders at 10:00 AM on Friday, June 21, 2024, at the Conference Room of Aspiration Hall, No. 428, Aspiration Road, Longtan District, Taoyuan City. Shareholder registration will commence at 9:30 AM at the same venue. The agenda is as follows:
(1) Reporting Items:
1. 2023 Annual Business Report.
2. Audit Committee Review Report on 2023 Financial Statements.
3. Report on Distribution of 2023 Employee Bonuses and Director Compensation.
4. Report on Distribution of 2023 Cash Dividends.
5. Proposal to Amend the Company's “Code of Integrity and Ethics.”
6. Proposal to amend the Company's “Integrity Management Procedures and Conduct Guidelines.”
(2) Matters for Approval:
1. Proposal for the FY2023 Business Report and Financial Statements.
2. Proposal for the FY2023 Profit Distribution Table.
(3) Matters for Discussion:
1. Proposal to amend the Company's “Articles of Incorporation.”
2. Proposal to amend the Company's “Director Election Procedures.”
3. Proposal to conduct a cash capital increase for public underwriting prior to the initial application for stock listing (OTC), with all existing shareholders waiving their preemptive subscription rights.
4. Proposal to lift the non-compete restrictions on the Company's directors.
(IV) Motions from the floor:
II. Key Dividend Distribution Details:
Cash Dividend: NT$2.8 per share.
III. Pursuant to Article 209 of the Company Act, the Company proposes that this Annual General Meeting approve the release of Mr. Chan Wen-Hsiung and Mr. Kuo Kuang-Chang, representatives of corporate directors, from their non-competition restrictions during their tenure as directors of the Company. Details of the non-competition scope are provided in the Shareholders' Meeting Handbook.
IV. Enclosed is your attendance card and one proxy form. If you decide to attend in person, please sign or affix your seal on the attendance card and bring it to the meeting venue on the day of the meeting for registration. If you wish to appoint a proxy to attend, please sign or affix your seal to the proxy form, personally fill in the proxy's name, ID number, and address, and mail (or deliver) it to the Company's shareholder registry agent, Mega Securities Co., Ltd. Shareholder Registry Department (1F, No. 95, Section 2, Zhongxiao East Road, Zhongzheng District, Taipei City), at least five days prior to the shareholders' meeting to facilitate registration.
V. Should any shareholder solicit proxies for this meeting, the Company will prepare and disclose a summary of solicitation materials on the Securities and Futures Institute website 30 days prior to the regular shareholders' meeting or 15 days prior to the extraordinary shareholders' meeting. Investors may directly access the “Free Proxy Solicitation Announcement Query System” at (URL: https://free.sfi.org.tw).
VI. Pursuant to Article 172 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and relevant regulations, the main contents of the shareholder meeting agenda may be reviewed in detail on the Taiwan Stock Exchange Corporation's website (URL: https://mops.twse.com.tw). Click “Electronic Books/Annual Reports and Shareholders' Meeting Related Materials” or click “Basic Information/Company Basic Information/Company Website” to link to the Company's website.
VII. Pursuant to Rule 13-1 of the Regulations Governing the Use of Proxy Forms at Shareholders' Meetings of Publicly Issued Companies, the statistical verification institution for the Company's proxy forms is Mega Securities Co., Ltd., Shareholder Services Department.
8. Shareholders may exercise voting rights electronically for this meeting during the period from May 22, 2024, to June 18, 2024. Please log in to the “Shareholder e-Voting” webpage of the Taiwan Depository and Clearing Corporation (URL: https://www.stockvote.com.tw) and vote according to the instructions.
IX. Souvenir: NT$50 7-ELEVEN gift card. Shareholders wishing to claim the souvenir should refer to the souvenir claim instructions on the fifth copy.
To Our Esteemed Shareholders,
Sincerely,
The Board of Directors
Advanced Echem Materials Company Limited