Board's resolution to convene the 2022 Annual General Meeting (Method of convening the meeting: hybrid shareholders' meeting)

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Provided by: MICROBIO CO.,LTD.
SEQ_NO	4	Date of announcement	2022/03/15	Time of announcement	18:35:23
Subject	Board's resolution to convene the 2022 Annual General Meeting (Method of convening the meeting: hybrid shareholders' meeting)
Date of events	2022/03/15	To which item it meets	paragraph 17
Statement	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 chairperson announces the commencement of shareholders' meetings or during the meetings, due to force majeure events, companies should check the total shares of shareholders that have attended. If the total shares do not reach the legally required number for resolutions in shareholders' meetings after deducting the shares of shareholders that attend virtually, then the meetings should be adjourned. The Company will postpone or reconvene their meeting on 2022/05/31 at the same location(No. 100, Yuehua Rd., Longtan Dist., Taoyuan City 325, Taiwan (R.O.C.)) Shareholders who have been listed on the shareholder register by the book closure date are entitled to attend shareholders' meetings. The Company will not resend the meeting notice. x. In the event that the said shareholders' meetings are to be postponed or reconvened, the Company will issue a Significant Announcement onto 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.