CATHAY RED — AGM Information 2016

Jun 20, 2016

Cathay Real Estate Development Co., Ltd.

Notice of 2016 Annual General Shareholders’ Meeting

• I. Please be informed that the Annual General Shareholders’ Meeting of Cathay Real Estate Development Co., Ltd. will be convened at the International Conference Hall at B1 No.296, Sec. 4, Ren’ai Rd, Da’an Dist, Taipei City, at 9:00 a.m., June 8, 2016 (Wednesday). The key contents covered are as follows:

• (I) Matters for Discussion:

  1. Amendment to the Articles of Incorporation.

  2. Proposal of Capital Reduction.

  3. Amendment to the Regulations of Election of Directors And Supervisors.

  4. Amendment to the Rules of Procedures for Shareholder Meetings.

  5. Amendment to the Operational Procedures for Loaning of Company Funds And Endorsements and Guarantees.

  6. Proposal of Release the Prohibition on Directors from Participation in Competitive Business.

• (II) Matters for Reports:

  1. 2015 Business Report.

  2. Supervisors’ Review Report on the 2015 Financial Statements.

  3. 2015 Distribution Plan For Employees' bonus And Directors' And Supervisors’ Remuneration.

  4. Issue of Secured Corporate Bonds.

• (III) Matters for Adoption:

  1. 2015 Business Report and Financial Statements.

  2. Distribution of Earnings for 2015.

• II. Contents of the Proposal for Capital Reduction ：

• (I) Reason for reduction ： to improve the return on equity and earnings per share.

• (II) Cancellation ratio ： 30%, total amount ： NT$4,969,547,390.

• (III) Paid-in capital after reduction is NT$11,595,610,590 ( total 1,159,561,059 shares issued).

• III. Discussion on release of non-competition restrictions of directors.

• (I) Pursuant to Article 209 of the Company Law, a director acting on behalf of himself (herself) or another in matters within the business scope of the Company shall obtain approval at the shareholders’ meeting.

• (II) Ching-Kuei Chang and other directors participate in other businesses identical or similar to activities within the Company’s business scope. It is therefore proposed to relieve these five directors from their non-competition obligation (details are provided in table below). Further, any income received prior to the granting of relief shall not be considered to be income of the Company.

Director	company	Post
Ching-Kuei Chang	Lin Yuan Property Management Co., Ltd.	Supervisor
	Taiwan Real Estate Management Co., Ltd.	Supervisor
Tzi-Li Tung	CCH REIM Company Limited	Director
	CCH REIM (HK) Company Limited	Director
	Lotus Investment Company Limited	Director
	Lotus Pacific Company Limited	Director
	Jiaheng (Shanghai) Estate Property Co., Ltd.	Director
	Tailin Management Consulting (Shanghai) Co., Ltd.	Supervisor

Independent Director	company	Post
Liang Chang	Yulon Administered Enterprises Co., Ltd.	Supervisor
Shiou-Ling Lin	KHLⅣVenture Capital Co., Ltd.	Chairman
	Chien-Yung Co., Ltd.	Director
	Te-Chin Co., Ltd.	Director
	Te-Po Co., Ltd.	Director
	Chuang-Ching Co., Ltd.	Director
	Wan-Po Co., Ltd.	Director
	An-Ting Co., Ltd.	Director
	Kwong Lee Mei Co., Ltd.	Director
	KHL IAI Investment Co., Ltd.	Director
	Ta-Yang Creative Co., Ltd.	Director
	KHLⅡInvestment Co., Ltd.	Director
	Erh-Sheng investment Co., Ltd.	Director
	San-Sheng investment Co., Ltd.	Director
Chih-Wei Wu	Hematech Biotherapeutics Inc.	Director

• IV. Pursuant to the Company Law, April 10, 2016 to June 8, 2016 is book close period.

• V. Pursuant to Article VII of the “Regulations Governing Use of Proxy in the Annual General Shareholders’ Meeting of Public Companies”, if proxy is solicited, the Corporation will upload related information to the website of the Securities and Futures Institute on May 6, 2016. A shareholder who intends to inquire into the information may key in the website http://free.sfi.org.tw and go to “System for Free Inquire of the Proxy Related Promulgation”, select “Information of the Meeting Promulgated for Proxy” and then input the term for inquiry (Stock code: 2501). The proxy statistics & verification institution of the Corporation is the

Corporation’s Operation Management Deptment, Stock Registration Division.

• VI. Voting rights of the Annual General Shareholders’ Meeting, may be exercised via electronic means form May 7, 2016 to June 5, 2016. Please log in to the “Shareholder e-Balloting” of Taiwan Depository & Clearing Corporation Co., Ltd. and vote as instructed (Website: https://www.stockvote.com.tw).

• VII. This Notice is herewith served in addition to promulgation. Please find enclosed herewith the Notice for Participation in the Annual General Shareholders’ Meeting and Proxy, one set each. Your participation is earnestly expected. Please fill out Copy No. 2, the Notice for Participation, if you will participate in the Annual General Shareholders’ Meeting in person. And please fill out Copy No. 5, the Proxy, if you authorize an agent to participate in the meeting on your behalf and please serve the proxy to the Corporation in person (by mail) no later than five days prior to the date scheduled for the meeting. After the Corporation checks and verifies your information, the Corporation will mail the sign-in card to you or to your proxy as the grounds to participate in the Annual General Shareholders’ Meeting.

VIII. Your action as required shall be very much appreciated.

Respectfully,

Board of Directors

Cathay Real Estate Development Co., Ltd.