CTCI : Minutes of 2021 Annual General Meeting of Shareholders

CTCI 2021 Annual General Meeting of Shareholders

Minutes of 2021 Annual General Meeting of Shareholders of

CTCI Corporation

(Translation)

(This document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)

Time and Date of Meeting: 9:00 a.m., Friday, July 30, 2021

Place of Meeting: No. 127, Sec.7, Zhongshan N. Rd., Taipei, International Conference Hall , Mellow Fields Hotel

Total outstanding shares of CTCI (excluding the shares without voting right as stipulated in Article 179 of the Company Act): 762,116,547 shares

Total shares represented by shareholders present: 497,499,158 shares

Percentage of shares held by shareholders present: 65.27 %

Attendees:

John Yu (Director), Quintin Wu (Director, Video Conference), Yancey Hai (Director, Video Conference), Paul Chen (Director), Wenent Pan (Director, Video Conference),

Jack Huang (Independent Director, the Convener of Audit Committee, Video Conference), Yen-Shiang Shih (Independent Director, Video Conference),

Frank Fan (Independent Director, Video Conference),

Evon Chen (Independent Director, Video Conference)

Eric Tsai (Attorney-at-law),

Yi-Fan Lin (CPA)

Chairman: Michael Yang, the Chairman of the Board of Directors

Recorder: Karen Cheng

The number of the shareholders present constituted a quorum. The Chairman called the meeting to order.

Chairman's Address (Omitted)

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CTCI 2021 Annual General Meeting of Shareholders

1.Report Items

1. Business Report of 2020. (Please refer to Attachment 1)
2. Audit Committee's Review Report of 2020. (Please refer to Attachment 5)
3. The Directors' and Employees' Remuneration of 2020. (Please refer to Attachment 6)
4. As at 31/12/2020, the aggregate amount of guarantees provided by the Company was TWD 46,321.072 million and the highest amount for a single enterprise was TWD 15,797.041 million which are all under its respective ceiling. (Please refer to Attachment 7)
5. Report on the issuance of unsecured ordinary corporate bonds. (Please refer to Attachment 8)

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CTCI 2021 Annual General Meeting of Shareholders

2.Ratification Items

(1) To ratify 2020 Business Report and Financial Statements. (Proposed by the Board of Directors)

Explanatory Notes:

The Company's 2020 Financial Statements (including 2020 consolidated financial statements and 2020 parent company only financial statements) were audited and certified by Mr. Lin, Yi-Fan and Ms. Chang, Shu-Chiung, the CPA of PricewaterhouseCoopers.

The above-mentioned documents subsequently examined by Audit Committee pursuant to Article 228 of the Company Act. The Business Report and Financial Statements are hereby submitted for ratification. (Please refer to Attachment 1~3)

Voting Results: Shares represented at the time of voting: 497,499,158

% of the total represented share

Voting Results*

present

Votes in favor:	474,300,105 votes		95.33%
	(358,410,105 votes)
Votes against:	100,218 votes	0.02%
	(100,218 votes)
Votes invalid:	0 vote		0.00%
Votes abstained:	23,098,835 votes	4.64%
	(23,096,834 votes)
*including votes casted electronically (numbers in brackets)

RESOLVED, that 2020 Business Report and Financial Statements be and hereby were ratified as submitted.

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CTCI 2021 Annual General Meeting of Shareholders

1. To ratify the Company's distribution of 2020 earnings. (Proposed by the Board of Directors)
   Explanatory Notes:
2. 1. The Table for 2020 Earnings Distribution is compiled as follows in accordance with the Company Act and Articles of Incorporation (Please refer to Attachment 4) and has been approved by the Audit Committee and Board of Directors of the Company.
   2. It is proposed to allocate shareholders' cash dividends of TWD 661,503,955 (TWD 0.87 per share based on common shares outstanding 763,359,891 shares at the end of January, 2021). Upon the approval of the Annual General Meeting of shareholders, it is proposed that the Chairman of the Company will be authorized to determine the record date to distribute the cash dividend and other relevant issues.
   3. In case that the total common shares outstanding may change and the ultimate cash to be distributed to each common share may need to be adjusted, it is proposed that the Chairman of the Company will be authorized to do adjustment.
   4. The distribution of cash dividends will be calculated to new Taiwan dollar and round it to the nearest dollar. It is proposed that any difference will be booked as the other income or expense of the Company.

Voting Results: Shares represented at the time of voting: 497,499,158

% of the total represented share

Voting Results*

present

Votes in favor:	474,381,286 votes			95.35%
	(358,491,286 votes)
Votes against:	99,218 votes	0.01%
	(99,218 votes)
Votes invalid:	0 vote			0.00%
Votes abstained:	23,018,654 votes	4.62%
	(23,016,653 votes)

*including votes casted electronically (numbers in brackets)

RESOLVED, that the Company's distribution of 2020 earnings be and hereby was ratified as submitted.

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CTCI 2021 Annual General Meeting of Shareholders

3.Discussion Items

1. To approve the cash distribution from legal reserve. (Proposed by the Board of Directors)
   Explanatory Notes:
2. 1. Pursuant to Article 241 of the Company Act, where a company incurs no loss, it may, distribute its legal reserve by issuing new shares which shall be distributable as dividend shares to its original shareholders in proportion to the number of shares being held by each of them or by cash. Where legal reserve is distributed by issuing new shares or by cash, only the portion of legal reserve which exceeds 25 percent of the paid-in capital may be distributed.
   2. It is proposed to make TWD 865,215,827 cash distribution of accumulated legal reserve which exceeds 25 percent of the paid-in capital (TWD 1.13 per share based on common shares outstanding 763,359,891 shares at the end of January, 2021).
   3. It is proposed that the Chairman of the Company will be authorized to set the record date for the cash distribution from legal reserve.
   4. In case that the total common shares outstanding may change and the ultimate cash to be distributed to each common share may need to be adjusted, it is proposed that the Chairman of the Company will be authorized to do adjustment.
   5. The cash distribution from legal reserve will be calculated to new Taiwan dollar and round it to the nearest dollar. It is proposed that any difference will be booked as the other income or expense of the Company.

Voting Results: Shares represented at the time of voting: 497,499,158

% of the total represented share

Voting Results*

present

Votes in favor:	471,109,260 votes			94.69%
	(355,219,260 votes)
Votes against:	119,233 votes	0.02%
	(119,233 votes)
Votes invalid:	0 vote			0.00%
Votes abstained:	26,270,665 votes	5.28%
	(26,268,664 votes)

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

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