Announcement to convene the Annual Shareholders’ Meeting for the year of 2022 ｜ Sinyi Realty Inc. ｜ Investor Relations

1.Date of the board of directors' resolution:2022/02/25
2.Shareholders meeting date:2022/05/19
3.Shareholders meeting location:Primasia Conference & Business Center
(No.99, Fuxing N. Rd., Songshan Dist., Taipei City, Taiwan)
4.Cause for convening the meeting (1)Reported matters:
(1)The 2021 Business Report.
(2)Proposal of the proportion of employee compensation and
directors compensation for the year ended December 31, 2021.
(3)Report on Audit Committee's review of 2021 business report,
financial statements of 2021 and proposal for 2021 earnings
distribution.
(4)Report on Audit Committee's communications with the chief
internal auditor.
(5)Report on amendments to the Codes of Ethical Conduct
adopted by directors, supervisors, and managerial officers of
the Company.
(6)Report on amendments to Corporate Social
Responsibility Best Practice Principles.
(7)Report on the implementation of Sustainability Development Plans
(8)Report on Operation of the Board of Directors
and Functional Committees.
(9)Report on 2021 Annual Director's Remuneration.
5.Cause for convening the meeting (2)Acknowledged matters:
(1)The 2021 Business Report and Financial Statements.
(2)Proposal for 2021 earnings distribution.
6.Cause for convening the meeting (3)Matters for Discussion:
(1)Amendments to the Company's Articles of Incorporation
(2)Amendments to the Company's ”Rules of Procedure for
Shareholders' Meetings”.
(3)Amendments to the Company's ”Director Election Measures”.
(4)Amendment to Regulations Governing the Acquisition and
Disposal of Assets of the Company.
7.Cause for convening the meeting (4)Election matters:
Election of the 14th Board of Directors of the Company
8.Cause for convening the meeting (5)Other Proposals:
Proposal of getting out of a noncompete agreements of the 14th Board
of Directors
9.Cause for convening the meeting (6)Extemporary Motions:none.
10.Book closure starting date:2022/03/21
11.Book closure ending date:2022/05/19
12.Any other matters that need to be specified:
(1)The voting right of shareholders can be exercised electronically in
this shareholders' meeting. The period of exercise shall be as
follows: from April 19th 2022 to May 16th 2022. Shareholders please
login to the ”Shareholders’ e Ticket” website of” Taiwan
Depository & Clearing Corporation “and vote in accordance with the
relevant instructions.
【Website address: https://www.stockvote.com.tw 】
(2)According to Article 172-1 and 192-1 of the Company Act, shareholders
who hold more than 1% of the total issued shares may submit proposals
and a list of candidates for directors to the Company in writing. (It is
applicable for companies that hold elections.)
i. Acceptance period:2022/03/13~2022/03/23
ii. Acceptance location:9F., No.100, Sec. 5, Xinyi Rd.,
Xinyi Dist., Taipei City 110
iii. Acceptance methods:Written mail to the Company's financial
department
(3)Period for shareholders' submission of proposal: 2022/03/13~2022/03/23
(4)Location for shareholders' submission of proposal: 9F., No.100, Sec. 5,
Xinyi Rd., Xinyi Dist., Taipei City 110
(5)Hybrid shareholders’ meetings date: 2022/05/19 at 09:30
(6)Relevant matters for convening hybrid shareholders’ meetings:
i.Hybrid shareholders’ meetings will be convened in accordance with
Paragraph 3, Article 172-2 of the Company Act and announced to amend
Chapter II-2 of the Regulations Governing the Administration of
Shareholder Services of Public Companies of the draft. It will be
revised accordingly, if needed, after the formal regulations be published.
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 2022/04/19, complete sign-ups and
registrations on the TDCC Stockvote two days prior to the date of their
shareholders’ meeting (before 2022/05/16). 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 intention 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
intention 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 2022/05/23 at 09:30 in Primasia Conference & Business Center
(No.99, Fuxing N. Rd., Songshan Dist., Taipei City, Taiwan).
Shareholders who have been listed on
the shareholders register by the book closure date are entitled
to attend shareholders’ meetings. The Company will not resend
their 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.