Cayman Engley — AGM Information 2019

Jul 12, 2019

Listing code:2239

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CAYMAN ENGLEY INDUSTRIAL CO., LTD.

Procedure for the first interim shareholders’ meeting in 2019

Date: Fri, 12 April 2019. 9:00 AM Location: B1 in No. 20, Jianbao Street, Changhua City, Changhua County, 500 (Forte Hotel joy & glory hall) Total shares represented by shareholders presented in person or by proxy: 96,684,269 shares, accounting for 81.93% of the Company’s total outstanding shares (excluding shares without voting rights)

Chairman: Honghan Industrial Co., Ltd.: Lin, Chi-Pin ,the Chairman of the Board of Directors

Recorder: Chen, Chi-Wei Directors present:

Chen, Jung-Juan, Tsai, Meng-Han, Yeh, Chih-Ming, Liou, Cheng- Hwai, Hsu, Ching-Tao

I. Meeting Commencement Announced

The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

II. Chairman’s Address

(Omitted)

III. Matters to be reported

The first case ： Please review the first implementation of buying back company shares (Treasury shares) in 2018

Note ： On November 13, 2018, it was decided and passed by the company’s board, that in order to maintain the company's credit and shareholders ' rights necessary to buy back the shares of the company, It is proposed to authorize the chairman from November 14, 2018, to January 13, 2019. buy back the price range set at 98 yuan to 158 yuan, in order to buy back the company's twenty million common stock shares. Actual purchased of shares in the company accounted for nine million nine hundred thirty thousand ； the total amount of 117,401,432 yuan ； the average purchase price per share of

118.23 yuan, the purchase shares have completed the cancelation process on March 4 of 2019.

IV. Matters to be discussed

The first case ： Changchun Engley Automobile Industry Co., Ltd. (hereinafter referred to as "Engley Automobile"), an important subsidiary of the company, made an initial public offering of RMB common stock (A shares) and applied for listing on the Shanghai Stock Exchange. (referred to by the Board)

Note ：

• 1 、 Purpose of subsidiaries applying for listed transactions in overseas securities markets

• Engley Automobile, an important subsidiary of the company, applied for listing transactions on the Shanghai Stock Exchange, which is to: expand business development, attract professionals, improve public influence in the land market, enhance the corporate social image and expand the effectiveness of the integration of the company's resources.

• 2 、 Impact on the company's finances and business projected organizational structure and business adjustments and the impact of its adjustments on the company

(a)Impact on Finance

Engley Automobile A shares listing is conducive to increasing the shareholder equity of Manila Industrial Co., Ltd. After the listing of Engley automobile A shares, the increase of financing pipeline in mainland China will effectively reduce the financial costs, and with the number of funds raised to invest in the postpartum period, it is expected to reduce production costs, improve economic efficiency, and then bring about an increase in net profits, conducive to increasing the net assets belonging to the shareholders of Ucaiman Industrial Co., Ltd.

(b)Impact on the business

With the continuous integration of information and industrialization, intelligent manufacturing has become the development trend of the auto parts industry. By listing in shares and raising funds, we can optimize the company’s RD, to shorten the product development cycle, and enhance the Conversion ability its results.

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(c)Expected organizational structure and business adjustments and the impact of its adjustments

Our company is a holding company, the main operating entities include Engley Automobile and its mainland China subsidiary, Engley Automobile A shares listing will not significantly reduce the company's shareholding ratio to Engley automobile (as described in note three below), will not have a significant impact on the company's organizational structure and related operations.

3 、 Shareholding dispersion mode, expected reduction of holding ratio

Engley Automobile intends to handle the initial public offering of RMB common stock (A shares) (hereinafter referred to as "this public offering") in mainland China and apply for listing on the Shanghai Stock Exchange (hereinafter referred to as "This issue and listing"), with value of RMB 1 per share, The total number of shares of Engley Automobile in this public offering is not less than 10% of the total equity after the issuance of Engley automobile and does not exceed 20% of the total equity after issuance, and the final issue is proposed to request the shareholders ' meeting to authorize the Board of directors or its authorized persons to make the capital needs of the issuer, Communicate with China Securities Regulatory Commission and market conditions in consultation with the main underwriters in mainland China.

4 、 Price setting basis

Engley Automobile The public offering is to be based on relevant laws and regulations in mainland China, in consultation with the sponsor organization, through a preliminary inquiry to the subject of inquiry, according to the preliminary inquiry results to determine the issue price or other means approved by the China Securities Regulatory Commission at that time to determine the issue price.

5 、 Equity transferee or specific individuals

This public offering is a capital increase for the issuance of new shares without the transfer of the assignee equity. The subject of the IPO subscription is the eligible Inquiry object and the natural person, legal person and other institutional investors who opened the account on the Shanghai Stock Exchange. No subscription has been negotiated with specific individuals.

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• 6 、 Whether it affects the company's continued listing on the Taiwan Stock Exchange.

As Engley Automobile is listed in mainland China, it is handled in accordance with the relevant laws and regulations of the competent authorities, and Engley automobile is still an important subsidiary of the company, which does not affect the company's continued listing on the Taiwan Stock Exchange.

• 7 、 In order to meet the requirements for the listing of Engley Automobile, it is proposed that the shareholders ' meeting authorize the Board of directors or its authorized persons to follow the implementation of the listing scheme, the views of the relevant government authorities and the statutory norms of the listing land, market conditions, Or, depending on the actual application, formulate and modify the listing plan and other Matters related to the listing, and handle matters related to the listing of this issue, including but not limited to the appointment of professional consultants, the terms of issue of this public offering, the time of issue, the number of issues issued, the distribution structure, the object of issue, the mode of distribution, Issue price (including price range and final pricing), capital increase base date, this issue to raise funds investment projects, this public offering before the rolling profit distribution method, this issue listed related shares lock commitment, this issue listed and the company's relevant information disclosure, this public offering three years after the dividend return planning, Measures and commitments to fill the diluted spot return, stability of the Engley car stock price plan whether to implement strategic placement, fund-raising purposes and all other matters related to the listing of this issue.

Resolution:

Ratify 96,684,269 shares (including exercised by way of electronic transmission 4,746,261 shares). Accounted of 99.50 ％ of total voting shares, that the above proposal be and hereby was approved as proposed.

V. Provisional motion

None.

VI. Closing

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