In case of any discrepancy between the English and the Chinese version, the Chinese version shall prevail.
Taiwan Liposome Company, LTD.
Notice of the First Extraordinary General Meeting of 2021 (Summary translation, for reference only)
I. The First Extraordinary General Meeting of 2021 (the "Meeting") will be convened at 7F, No. 3, Yuanqu St., Nangang Dist., Taipei City at 9:00 a.m. on August 20, 2021 (Friday). The registration for attendance will commence at 8:30 a.m. and the place for registration for attendance is the same as the Meeting venue. The agenda for the Meeting is as follows:
Items for Reporting :
Amendments to the Company's 2020 and 2018 employee stock option grant and subscription plans.
Report of special committee for merger and acquisition.
Items for Discussion:
To approve share swap with Woods Investment Company, Ltd. and application for termination of TPEx trading according to Business Mergers and Acquisitions Act.
To approve cease the Company's status as a public company.
To approve amendments to the Company's article of incorporation.
Ad Hoc Motions
II. If any of the reasons for calling the Meeting falls within the scope of Article 172 of the Company Act, please inquire for explanations on MOPS (http://mops.twse.com.tw/). Please insert Stock Code and select Electronic Book Annual Reports and Shareholder Information Supplemental Information to Meeting Handbook.
Pursuant to Article 165 of the Company Act, share transfer registration for the Company will be suspended from July 22, 2021 to August 20, 2021.
IV. Please find the Notice of Attendance and Proxy Form enclosed with this Meeting Notice. If you plan to attend the Meeting in person, please affix your signature or personal seal to the Sign-in Card and submit it for registration on the day of the Meeting. If you wish to appoint a proxy to attend the Meeting, please fill out the name and relevant information of the proxy, affix your signature or personal seal to the Proxy Form, and have the proxy affix his or her signature or personal seal to the Proxy Form. Such Proxy Form shall be delivered to the Company's shareholders services provider at the Register and Transfer Agency division of Sinopac Securities Corporation, at least five (5) days prior to the Meeting so that a sign-in card can be issued to the proxy.
V. The shareholders, persons soliciting proxies, and the proxies shall bring with them identity documents to verify their identification when attending the Meeting.
VI. If any shareholder solicits proxies, the Company will publish a summary of such solicitation on the Securities and Futures Commission website (http://free.sfi.org.tw). For shareholders who wish to make inquiries, please access the "free inquiry system for published information on proxies" page on the website, click on "entrance to published information on proxies", and enter the search criteria.
VII. The period during which shareholders may cast electronic votes for the Meeting will be from August 5, 2021 to August 17, 2021. The shareholders may vote online for the Meeting by accessing the "electronic voting platform for shareholders' meeting" page on the website of the Taiwan Depository and Clearing Corporation at https://www.stockvote.com.tw, and casting their votes based on the instructions on the website.
VIII. The institution responsible for tallying and verifying the votes for the Company is the Register and Transfer Agency division of Sinopac Securities Corporation.
The Board of Directors of Taiwan Liposome Company, LTD.
Attachment to the share swap proposal between the company and Woods Investment Co., Ltd.
Exhibit 1－Share Swap Agreement
Exhibit 2－Company's Share Price Fairness Opinion
Exhibit 3－Report of special committee for merger and acquisition
Share Swap Agreement
This share swap agreement (the "Agreement") is entered into by and between Woods Investment Company, Ltd., a company limited by shares incorporated pursuant to the laws of the Republic of China with the unified business number of 90829607 ("Party A") and Taiwan Liposome Co., Ltd., a company limited by shares incorporated pursuant to the laws of the Republic of China with the unified business number of 16176150 ("Party B", Party A and Party B are collectively referred to as the "Parties" and each, a "Party") on July 5, 2021 (the "Signing Date").
WHEREAS, Party B specializes in the research, development and commercialization of lipid- assembled drug delivery platforms, focusing on the development of special generic drugs and new drugs, and its shares are listed on TPEx (symbol: 4152). Party B's American depositary shares are listed on NASDAQ (symbol: TLC) and each American depositary share represent 2 shares of Party B's common shares.
WHEREAS, Party A is an investment company and does not hold any share in Party B.
WHEREAS, Party A intends to implement a 100% share swap with Party B pursuant to Article 29 of the M&A Act, the Company Act and other applicable laws and regulations, whereby Party A will acquire 100% of the issued and outstanding shares of Party B for consideration in the form of the Series B Special Shares to be issued by Party A (the "Share Swap"). After the completion of the Share Swap, Party A will own all issued and outstanding shares of Party B, and the TPEx trading status of Party B's shares will terminate and Party B will cease to have public company status.
WHEREAS, the director of Party A has approved the execution, delivery and performance of this Agreement and the consummation of this Share Swap by Party A. The audit committee and board of directors of Party B have approved the execution, delivery and performance of this Agreement and the consummation of this Share Swap by Party B.
The Parties agree as follows:
Section 1 Definitions and Interpretation
The following terms used in this Agreement have the meanings ascribed to them as follows:
"Share Swap" has the meaning ascribed to it in the recitals.
"Agreement" has the meaning ascribed to it in the introductory paragraph.
"Consideration" has the meaning ascribed to it in Section 3.1 of this Agreement.
"Series B Special Shares" has the meaning ascribed to it in Section 3.1 of this Agreement.
"Party" has the meaning ascribed to it in the introductory paragraph.
"Completion Date" has the meaning ascribed to it in Section 4 of this Agreement.
"TPEx" means the Taipei Exchange.
"FSC" means the Financial Supervisory Commission.
"Party A" has the meaning ascribed to it in the introductory paragraph.
"M&A Act" means the Business Mergers and Acquisitions Act of Taiwan.
"Signing Date" has the meaning ascribed to it in the introductory paragraph.
"Intellectual Property" means the intellectual property of the Group Companies, including but not limited to patents, trademarks, copyrights and/or trade secrets.
"Swapped Shares" has the meaning ascribed to it in Section 3.1 of this Agreement.
"Parties" has the meaning ascribed to it in the introductory paragraph.
"Long Stop Date" has the meaning ascribed to it in Section 14.1.2 of this Agreement.
"Party B" has the meaning ascribed to it in the introductory paragraph.
"Dissenting Shares" has the meaning ascribed to it in Section 9.1 of this Agreement.
"Dissenting Shareholder" has the meaning ascribed to it in Section 9.1 of this Agreement.
"Business Day" means a day which is not a holiday as promulgated by the Directorate General of Personnel Administration and is not a closed trading day promulgated by the TPEx.
"Event of Default" has the meaning ascribed to it in Section 13.1 of this Agreement.
Section 2 Share Capital before the Share Swap
2.1 As of the Signing Date, the total share capital of Party A is NT$1,000,000,000 with no par value, and the issued and outstanding shares of Party A are 2,000 common shares and 3,000,000 series A-1 special shares. Party A does not have any treasury shares or any other securities that are convertible into or exchangeable for Party A's equity. For the payment of Consideration, Party A will conduct a cash capital increase prior to the Completion Date by issuing 9,800,000 series A-1 special shares,
Taiwan Liposome Co. Ltd. published this content on 03 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 August 2021 13:35:02 UTC.