Vitafoss International Group Co., Ltd. — Proxy Solicitation & Information Statement 2020

Kayee International Group Co., Ltd.

Meeting Notice for 2021 Annual General Shareholders’ Meeting

(Translation)

1. The 2021 Annual General Meeting (the “Meeting”) of Kayee International Group Co., Ltd. (the “Company”) will be convened on Thursday, June 17, 2021 at 9:00 a.m., at National Taiwan University Alumni Association (located at 3F.-A, No.2-1, Sec. 1, Jinan Rd., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.) (Acceptance of shareholders’ registration start at 8:30 am)

The agenda of this meeting is as follows:

1. Management Presentation (Company Reports):
2. 2020 Business Report.
3. Audit Committee’s Report of the 2020 Financial Statements.
4. The Status of Endorsement, Guarantee and Captial Loan for 2020.
5. Abolition of “Rules of Procedure for Board Meetings” of Kayee Corp. Ltd.
6. Amendments to “Guidelines for the Adoption of Codes of Ethical Conduct”.
7. Formulate “The repurchase of the shares and the subsequent transfer thereof to the employees”.
8. Report of the Distribution of Cash Dividend from Capital Surplus.
9. Proposals:
10. 2020 Business Report and Consolidated Financial Statements.
11. Proposal for 2020 Deficit Compensation.
12. Discussion:
13. Amendments to “The Procedure for Assets Acquisition and Disposal” of the company and subsidiaries.
14. Amendments to “Rules of Procedure for Shareholders Meetings”.
15. Formulate “Management of Loans to Others”, “Management of Endorsement and Guarantees”, and “Policies and Procedures for Financial Derivatives Transactions” of Kayee Investment Holding (HK) Co., Limited.
16. Election Matters: Proposal to elect one director.
17. Other Proposals: To release the directors from the noncompetition restrictions.
18. Questions and Motions
19. Meeting Adjournment
20. After Deficit Compensation, Cash Dividends from Capital Surplus results in a total cash distribution of NTD91,097,330.The distribution will be NT$2 per share to shareholders recorded on the ex-dividend day.
21. There will be one director to be elected. The candidate is Kao, Tseng –Chi. For the candidate’s resume, please visit the Market Observation Post System. (website: http://mops.twse.com.tw).
22. The Company will compile and upload the contents of the matters proposed to the shareholders' meeting to the Market Observation Post System. (website: http://mops.twse.com.tw).
23. Please find enclosed the notice of Annual General Meeting and one copy of the proxy. If you wish to attend the meeting in person, please sign or stamp your personal chop on such notice and proceed with the check-in on the day of the meeting (please do not send the signed notice to the Company if you intend to attend in person). If you wish to delegate a proxy to attend the meeting, please sign or stamp your personal chop on the proxy, properly fill in the name and address of your proxy (which must be received within five (5) days prior to the meeting) to the Company’s designated Stock Agent, i.e. CTBC, Stock Register Agency Department. Upon receival, attendance sign-in form for proxy will be sent out.
24. If someone solicits the proxies publicly, the Company will compile and upload the relevant information to the Securities and Futures Institute (website: http://free.sfi.org.tw) on May 17, 2021. To search for such information, please click on “enter to check proxies/announcement/meeting materials”.
25. The shareholder voting right could be exercised through the Internet from May 18, 2021 to June 14, 2021. Please login to the general shareholders meeting internet voting platform in the website of Taiwan Depository & Clearing Corporation to exercise voting rights in accordance with the online instruction (website: https://www.stockvote.com.tw).
26. The proxy tallying and verification service agent for the Meeting is the stock affairs service agent department of CTBC, Stock Register Agency Department.
27. Please be noted and act accordingly.

To Shareholders.

Board of Directors

Kayee International Group Co., Ltd.