| Statement |
- Date of the board of directors' resolution:2022/04/13
- Shareholders meeting date:2022/05/26
- Shareholders meeting location: No.336, Sec. 1, Nankan Rd., Luzhu Dist., Taoyuan City 338, Taiwan (R.O.C.)
- Shareholders meeting will be held by means of (physical shareholders meeting/ visual communication assisted shareholders meeting / visual communication shareholders meeting):visual communication assisted shareholders meeting
- Cause for convening the meeting (1)Reported matters:
a.Business Report for 2021
b.Audit Committee's Review Report for 2021
c.Report of the Distribution of Employee Compensation for 2021
- Cause for convening the meeting (2)Acknowledged matters:
a.To ratify the Business Report and Financial Statements for 2021
b.To ratify the Proposal for the Distribution of 2021 Profits
- Cause for convening the meeting (3)Matters for Discussion:
a.To amend the Articles of Incorporation of the Company
b.To amend the Procedure of Acquisition or Disposal of Assets of the Company
c.To release the newly elected Directors from non-competition restrictions (addition)
- Cause for convening the meeting (4)Election matters:To elect the Directors
- Cause for convening the meeting (5)Other Proposals:None
- Cause for convening the meeting (6)Extemporary Motions:None
- Book closure starting date:2022/03/28
- Book closure ending date:2022/05/26
- Any other matters that need to be specified:
Shareholders will hold an election for NTC's 12 Directors (including 4 Independent Directors) at the 2022 Annual Shareholders' Meeting.
According to Article 172-1 and 192-1 of the Company Law and Article 5 of the Rules for Election of Directors of the Company, the time frame for the acceptance of shareholder proposals and the nomination of director candidates will be from March 21, 2022 to March 30, 2022.
All submissions must be addressed to the Company's office.(No.201, Dunhua N. Rd., Songshan District, Taipei City 105, Taiwan R.O.C.)
TEL:02-2718-9898
Relevant matters for convening a hybrid shareholders' meeting: (addition)
i.The Company's hybrid shareholders' meeting will be convened in accordance with Article 172-2 of the Company Act and Chapter II-2 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
ii.The Company will use the e-Meeting Platform by the Taiwan Depository & Clearing Corporation (TDCC) for this year's shareholders' meeting. Any organization using the e-Meeting Platform are required to be in line with TDCC's operating guidelines, Frequently Asked Questions (FAQ) and instructions, as well as all other relevant documents. Please visit the TDCC website for more information. (https://www.tdcc.com.tw/portal/zh/page/show/402897967d841dba017e8eea7fc5009c)
iii.Shareholders who choose to attend the shareholders' meeting virtually will be deemed as having attended in person.
iv.Shareholders who intend to participate virtually should, starting from 2022/4/25, complete registrations and sign-ups on the TDCC Stockvote(https://www.stockvote.com.tw/evote/index.html) two days prior to the date of the shareholders' meeting (before 2022/5/23). Solicitors or proxy agents who intend to participate virtually should fill out a letter of intent to attend the shareholders' meeting via video conferencing and send it to the Company's office (No.201, Dunhua N. Rd., Songshan District, Taipei City 105, Taiwan R.O.C.); the letter of intent should arrive from 2022/4/25 to 16:00, 2022/5/23.Participants will check in, watch a live stream of the meeting, text questions, and cast their votes at the shareholders' meeting.
v.Shareholders, solicitors, or proxy agents who have registered for attending the shareholders' meeting virtually but intend to attend physically should withdraw their registration in the same way they have made the registration two days prior to the date of the shareholders' meeting. Participants who fail to withdraw their registration by the said deadline can only attend virtually.
vi.Shareholders who have exercised their voting right via written or electronic means but intend to attend the shareholders' meeting virtually should withdraw their declaration of intent in the same way they have exercised their voting right two days prior to the date of the shareholders' meeting. If participants fail to withdraw their declaration of intent by the said deadline, only the ballots cast via written or electronic means will count.
vii.Shareholders who attend the shareholders' meeting virtually and do not withdraw their declaration of intent after exercising their voting right via written or electronic means can only exercise their proposing and voting rights regarding extempore motions.They cannot vote on the original meeting proposals and the amendments to the content of the original meeting proposals, or propose to amend the content of the original meeting proposals.
viii.Shareholders who have appointed proxy agents to attend the shareholders' meeting are not allowed to attend themselves, except for relevant provisions stipulated in the Regulations Governing the Administration of Shareholder Services of Public Companies or the Company Act. Shareholders whose Power of Attorney (POA) has arrived at the Company to state that they have appointed proxy agents to attend the shareholders' meeting but later intend to attend the shareholders'meeting virtually should notify the Company to withdraw their appointment in writing two days prior to the date of the shareholders'meeting. If icipants fail to withdraw their appointment by the said deadline, only the ballots cast by their proxy agents will count.
ix.In the event that the e-Meeting Platform fails or shareholders have difficulty attending virtually, before the chairperson announces the commencement of the shareholders' meeting or during the meeting, due to natural disasters, incidents, or other force majeure, the Company should check the total shares of shareholders that have attended. If the total shares do not reach the legally required number for resolutions in the shareholders' meeting after deducting the shares of shareholders that attend virtually, then the meeting should be adjourned. The Company will postpone or reconvene its meeting at 11:00 A.M. on May 30, 2022, at No.336, Sec. 1, Nankan Rd., Luzhu Dist., Taoyuan City 338, Taiwan(R.O.C.). Shareholders who have been listed on the shareholders register by the book closure date are entitled to attend the shareholders'meeting. The Company will not resend their meeting notice.
x.In the event that the said shareholders' meeting is to be postponed or reconvened, the Company will release material information on the Market Observation Post System (MOPS).
xi.For matters not covered, please refer to the Regulations Governing the Administration of Shareholder Services of Public Companies and related regulations.
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