SEQ_NO
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4
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Date of announcement
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2022/03/15
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Time of announcement
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18:35:23
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Subject
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Board’s resolution to convene the 2022 Annual General Meeting
(Method of convening the meeting: hybrid shareholders’ meeting)
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Date of events
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2022/03/15
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To which item it meets
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paragraph 17
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Statement
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1.Date of the board of directors resolution:2022/03/15
2.General shareholders’ meeting date:2022/05/27
3.General shareholders’ meeting location:Yaward Resort
No. 100, Yuehua Rd., Longtan Dist., Taoyuan City 325, Taiwan (R.O.C.)
4.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
5.Cause for convening the meeting I.Reported matters:
(1)2021 Business Report.
(2)Audit Committee’s Review Report of 2021.
(3)Report on the 2021 employees’and directors’compensation distributions.
(4)Report on the Proposal for Distribution of 2021 Profits with cash
dividends.
(5)The expected benefit adjustments and implementation results of the
company’s previous fundraising projects and execution report on 2013
capital increase and operation plan.
(6)Report the remuneration paid to directors.
(7)Report of amendment to Microbio’s Ethical Corporate Management Best
Practice Principles.
(8)Report of formulating Microbio’s Procedures for Ethical Management
and Guidelines for Conduct
6.Cause for convening the meeting II.Acknowledged matters:
(1)Adoption of 2021 Business Report and Financial Statements.
(2)Adoption of the Proposal for Distribution of 2021 Profits.
7.Cause for convening the meeting III.Matters for Discussion:
(1)Amendment to the Microbio’s Corporate Charter.
(2)Amendment to the Microbio’s Operational procedures for Acquisition and
Disposal of Assets.
(3)Amendment to Microbio’s Rules of Procedure for Shareholder Meetings.
(4)Proposal for release of non-competition restrictions on directors.
(5)Capital surplus transferred to common stock and issue new shares.
8.Cause for convening the meeting IV.Election matters:None
9.Cause for convening the meeting V.Other Proposals:None
10.Cause for convening the meeting VI.Extemporary Motions:None
11.Book closure starting date:2022/03/29
12.Book closure ending date:2022/05/27
13.Any other matters that need to be specified:
(1)In order to comply with legal requirements and practical needs, the
amendment to the report matter (3) is the Report on the 2021 employees’
and directors’compensation distributions and the matter (4) is the
report on the Proposal for Distribution of 2021 Profits with cash
dividends. Matters (3) to (6) of the original report are amended to
matters (5) to (8), and the new discussion on matter (5) is Capital
surplus transferred to common stock and issue new shares.
(2)According to Article 172-1 of the Company Law, the period for accepting
proposals for shareholders holding more than 1% of the shares is from
2022/03/18 till 2022/03/28 17:00. The place of acceptance of proposals
is at Finance Department of MICROBIO CO.,LTD..
(ADD.:Rm. 1, 14F., No. 3, Park St., Nangang Dist., Taipei City 115,
Taiwan (R.O.C.). Contact number:02-26558558 Ext.:803)
(3)The voting right can be execised in electronic form in this
shareholders’meeting. In addition, the chairman is authorized to deal
with the issue of souvenirs.
(4)Relevant matters for convening hybrid shareholders’ meetings:
i. Hybrid shareholders’ meetings will be convened in accordance
with Article 172-2 paragraph 3 of the Company Act and Chapter II-2
of the preannouncement of the draft amendments to the Regulations
Governing the Administration of Shareholder Services of Public
Companies. The Company will comply with the forthcoming official
announcement to the regulations.
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 shareholders’ meetings
virtually will be deemed as having attended in person.
iv. Shareholders, solicitors, or proxy agents who intend to
participate virtually should, starting from 2022/04/27, complete
registrations and sign-ups on the TDCC Stockvote
(https://www.stockvote.com.tw/evote/index.html) two days
prior to the date of their shareholders’ meeting (before 2022/05/24).
Participants will check in, watch a live stream of the meeting, text
questions, and cast their votes at shareholders’ meetings.
v. Shareholders, solicitors, or proxy agents who have registered
for attending shareholders’ meetings 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
shareholders’ meetings. 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 shareholders’ meetings
virtually should withdraw their declaration of intent in the same
way they have exercised their voting right two days prior to the
date of shareholders’ meetings. 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 shareholders’ meetings 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
shareholders’ meetings 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 shareholders’ meetings
but later intend to attend shareholders’ meetings virtually
should notify the Company to withdraw their appointment in
writing two days prior to the date of shareholders’ meetings.
If participants 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
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