Cayman Engley — AGM Information 2021

Sep 7, 2021

==> picture [144 x 64] intentionally omitted <==

CAYMAN ENGLEY INDUSTRIAL CO., LTD.

References for The Annual Shareholders’ Meeting in 2021

Report Items

Report No. 1: 2020 Business Report Explanatory Notes:

The Company’s 2020 Business Report (Please refer Procedures Handbook).

Report No. 2:

Audit Committee’s Review Report on the 2020 Financial Statements

Explanatory Notes:

The Company’s Audit Committee’s Review Report on the 2020 Financial Statements (Please refer Procedures Handbook).

Report No. 3:

Status of the 2020 Employees’ and Directors’ Compensations

Explanatory Notes:

The Company’s 2020 net profit before tax and before the deduction of Employees’ and Directors’ Compensations was NT$489,769,780. In accordance with the Articles of Association and after taking into account the amount distributed by the peers, the Company proposes to allocate NT$2,448,849 in cash as Employees’ Compensation (allocation rate is approximately 0.50%) and NT$6,700,000 in cash as Directors’ Compensation (allocation rate is approximately 1.37%).

Report No. 4:

Amendment to the “PROCEDURAL RULES OF BOARD MEETINGS”.

Explanatory Notes:

1. In order to conform to amendments to related commercial laws, the Company hereby proposes to amend the “PROCEDURAL RULES OF BOARD MEETINGS”.

2. The Company’s Comparison Table for the “PROCEDURAL RULES OF BOARD MEETINGS” Before and After Amendment is attached hereto (Please refer Procedures Handbook).

Resolution:

Report No. 5:

Amendment to the “Code of Ethical Conduct” .

Explanatory Notes:

1. In order to conform to amendments to related commercial laws, the Company hereby proposes to amend the “Code of Ethical Conduct”.

2. The Company’s Comparison Table for the “Code of Ethical Conduct” Before and After Amendment is attached hereto (Please refer Procedures Handbook).

Report No. 6:

Approval for the Letter of Commitment issued.

Explanatory Notes:

1. Changchun Engley Automobile Industry Co., Ltd. applies for listing on Shanghai Stock Exchange applies for listing on Shanghai Stock Exchange. As required by China Securities Depository and Clearing Co., Ltd. As approved by the board of directors on December 22, 2020, the company intends to approve the issuance of “Commitment to Self-Regulatory Management of Securities Accounts for Foreign Investors” by Engley Automobile (Please refer Procedures Handbook).

2. The letter of commitment issued in the preceding paragraph has no significant impact on the finance, business or shareholders' equity of the company and its subsidiaries.

Report No. 7:

Approval for the Letter of Commitment issued by the subsidiary Changchun Engley Automobile Industry Co., Ltd. “hereinafter referred to as “Engley Automobile”.

Explanatory Notes:

1. Changchun Engley Automobile Industry Co., Ltd. applies for listing on Shanghai Stock Exchange applies for listing on Shanghai Stock Exchange. As required by China Securities Regulatory Commission. As approved by the board of directors on August 11, 2020, the company intends to approve the issuance of “Commitment Letter on Electronic Documents Consistent with Written Documents” by Engley Automobile (Please refer Procedures Handbook), and As approved by the board of directors on March 16, 2021, the company intends to approve the issuance of “Commitment letter on major matters after the IPO and listing meeting” by Engley Automobile (Please refer Procedures Handbook).

2. The letter of commitment issued in the preceding paragraph has no significant impact on the finance, business or shareholders' equity of the company and its subsidiaries.

Proposal Items

Proposal No. 1

Adoption of 2020 Business Report and Financial Statements (Proposed by the Board of Directors) Explanatory Notes:

1. The Company’s 2020 financial statements have been resolved in the Board of Directors meeting convened on March 16, 2021. The Audit Committee has reviewed the aforementioned Financial Statements along with the Business Report and have issued the review report.

2. The Company’s 2020 Business Report, Independent Auditors’ Report, and the Financial Statements are attached hereto (Please refer Procedures Handbook).

3. Please proceed to adopt.

Resolution:

Proposal No. 2

Adoption of the Proposed Distribution of 2020 Earnings (Proposed by the Board of Directors). Explanatory Notes:

1. The Company’s proposed distribution of 2020 earnings has been resolved in the Board of Directors meeting convened on March 16, 2021 (Please refer Procedures Handbook).

2. The proposed cash dividend is NT$1.85 per share. Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Chairman be authorized to resolve the ex-dividend date. The cash dividend distributed to each shareholder shall be calculated in whole numbers, and for fractional dividend amounts that are less than NT$1, recognized other revenue.

3. In the event that, before the distribution record date, the number of the Company’s outstanding shares changes due to an amendment to relevant laws or regulations, an adjustment by competent authorities, a buyback of shares, a cancelation of shares, an issuance of shares due to employee stock options or other factors, requiring the distribution rate to change or corrected, the Board of Directors shall be authorized to duly adjust and handle related matters.

4. Pleas proceed to adopt.

Resolution:

Discussion Items

Discussion No. 1

Amendment to the “Regulations Governing Loaning of Funds”. (Proposed by the Board of Directors).

Explanatory Notes:

1. In order to conform to amendments to related commercial laws, the Company hereby proposes to amend the “Regulations Governing Loaning of Funds”.

2. The Company’s Comparison Table for the “Regulations Governing Loaning of Funds” Before and After Amendment is attached hereto (Please refer Procedures Handbook).

Resolution:

Discussion No. 2

Amendment to the “Regulations Governing Marking of Endorsements and Guarantees” (Proposed by the Board of Directors).

Explanatory Notes:

1. In order to conform to amendments to related commercial laws, the Company hereby proposes to amend the “Regulations Governing Marking of Endorsements and Guarantees”.

2. The Company’s Comparison Table for the “Regulations Governing Marking of Endorsements and Guarantees” Before and After Amendment is attached hereto (Please refer Procedures Handbook).

Resolution:

Discussion No. 3

Amendment to the “PROCEDURAL RULES OF GENERAL MEETINGS” (Proposed by the Board of Directors).

Explanatory Notes:

1. In order to conform to amendments to related commercial laws, the Company hereby proposes to amend the “PROCEDURAL RULES OF GENERAL MEETINGS”.

2. The Company’s Comparison Table for the “PROCEDURAL RULES OF GENERAL MEETINGS” Before and After Amendment is attached hereto (Please refer Procedures Handbook and Attachment I).

Resolution:

Election Items

Election No. 1

Re-election of directors.

Explanatory Notes:

1. In accordance with Article 74 of the Company's Articles of Incorporation, the Company intends to re-elect all seven directors (including three independent directors) at the Annual General Meeting of Shareholders this year.

2. The new directors will take office from the date of election for a term of three years from June 17, 2021 to June 16, 2014.

3. In accordance with the relevant laws and regulations, directors and independent directors are nominated by candidates and the list of candidates has been reviewed and approved by the Board of Directors on March 16, 2021.Regarding list of Candidates for Directors and Independent Directors Nominated by the Board of Directors.(Please refer Procedures Handbook and Attachment II)

4. Please conduct the election.

Election Results:

Other Items

Other No. 1

Discussion to approve the lifting of non-competition restrictions for directors.

1. In accordance with Article 209 of the Company Act, “A director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”

2. If the Company’s new directors and their representatives invest in or operate other companies with the same or similar scope of business as the Company and serve as directors or managers, the Company intends to seek the approval of the shareholders’ meeting to lift the prohibition on non-competition, provided that the Company's interests are not jeopardized.

3. Release of Directors from List of Non-Competition (Please refer Procedures Handbook and Attachment III).

Resolution:

Provisional motions

Closing

【 Attachment I 】

CAYMAN ENGLEY INDUSTRIAL CO., LTD. Comparison Table for the “PROCEDURAL RULES OF GENERAL MEETINGS” Before and After Revision

			Before and After Revision
	AFTER THE REVISION		BEFORE THE REVISION	Explanation
	Article 7 The Chairman and Agent Paragraph 6 Election or dismissal of directors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act; Article 206-1 and Article 43-6 of the Securities and Exchange Act; Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.		Article 7 The Chairman and Agent Paragraph 6 Election or dismissal of directors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.	1. XXX Co., Ltd. Rules of Procedure for Shareholders Meetings by Taiwan Stock Exchange on June 3, 2020. 2. XXX Co., Ltd. Rules of Procedure for Shareholders Meetings by Taiwan Stock Exchange on Jan 28, 2021.
	Article 8 The chairman shall call the general meeting to order at the time scheduled for the general meeting, and announcement of the number of non voting shares and the number of shares present at the same meeting.If the number of Shares represented by the attending Shareholders has not yet constituted the quorum (more than an aggregate of one-half (1/2) of all Shares in issuepresent inperson or		Article 8 The chairman shall call the general meeting to order at the time scheduled for the general meeting. If the number of Shares represented by the attending Shareholders has not yet constituted the quorum (more than an aggregate of one-half (1/2) of all Shares in issue present in person or by proxy and entitled to vote) at the time scheduled for the general meeting, the chairman may postpone the	XXX Co., Ltd. Rules of Procedure for Shareholders Meetings by Taiwan Stock Exchange on Jan 28, 2021.

AFTER THE REVISION BEFORE THE REVISION Explanation by proxy and entitled to time for the meeting. The vote) at the time scheduled postponements shall be for the general meeting, the limited to two times at most, chairman may postpone the and the general meeting shall time for the meeting. The not be postponed for more postponements shall be than one hour in total. If limited to two times at most, after two postponements the and the general meeting shall number of Shares not be postponed for more represented by the attending than one hour in total. If Shareholders has constituted after two postponements the more than one-third (1/3) of number of Shares all Shares in issue present in represented by the attending person or by proxy and Shareholders has constituted entitled to vote, a tentative more than one-third (1/3) of resolution may be passed in all Shares in issue present in accordance with the person or by proxy and Applicable Listing Rules. entitled to vote, a tentative Before the end of such a resolution may be passed in meeting, if the number of accordance with the Shares represented by the Applicable Listing Rules. attending Shareholders has Before the end of such a already constituted more meeting, if the number of than an aggregate of one-half Shares represented by the (1/2) of all Shares in issue, attending Shareholders has the chairman may put the already constituted more tentative resolution(s) than an aggregate of one-half already passed to the (1/2) of all Shares in issue, Shareholders' resolution the chairman may put the again in accordance with the tentative resolution(s) Applicable Listing Rules. already passed to the Shareholders' resolution again in accordance with the Applicable Listing Rules. Article 11 Proposal by Article 11 Proposal by XXX Co., Ltd. Rules of Shareholder Shareholder Procedure for Shareholders Paragraph 1 Paragraph 1 Meetings by Taiwan Stock In accordance with the In accordance with the Exchange on June 3, 2020. Applicable Listing Rules and Applicable Listing Rules and subject to Article 52 of the subject to Article 52 of the Articles, any Shareholders Articles, any Shareholders who individually or who individually or collectively hold one percent collectively hold one percent (1%) or more of the total (1%) or more of the total

AFTER THE REVISION BEFORE THE REVISION Explanation number of issued Shares of number of issued Shares of the Company may submit to the Company may submit to the Company a proposal for the Company a proposal for discussion at the annual discussion at the annual general meeting. Such general meeting. Such proposals, however, are proposals, however, are limited to one item only, and limited to one item only, and no proposal containing more no proposal containing more than one item will be than one item will be included in the meeting included in the meeting agenda. A shareholder agenda. In addition, when proposal proposed for urging the circumstances of any a company to promote public subparagraph of Article interests or fulfil its social 172-1, paragraph 4 of the responsibilities may still be Company Act apply to a included in the list of proposal put forward by a proposals to be discussed at shareholder, the board of a regular meeting of directors may exclude it shareholders by the board of from the agenda. directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder proposal proposed under Paragraph One for urging a company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. The procedure shall be limited to one item in accordance with article 172-1 of the company Act, and no proposal containing more than one item will be

	AFTER THE REVISION	BEFORE THE REVISION	**Explanation **
	included in the meeting agenda.
	Article 14 Paragraph 3 Where directors are elected at a Shareholders' meeting, the election shall be conducted in accordance with the applicable election rules established by the Company and the election results, including the list of elected directors and/or supervisors and numbers of shares voted for the election and lose the elecionof directors and/or supervisors, shall be announced at the same meeting.	Article 14 Paragraph 3 Where directors are elected at a Shareholders' meeting, the election shall be conducted in accordance with the applicable election rules established by the Company and the election results, including the list of elected directors and/or supervisors and numbers of shares voted for the election of directors and/or supervisors, shall be announced at the same meeting.	XXX Co., Ltd. Rules of Procedure for Shareholders Meetings by Taiwan Stock Exchange on Jan 28, 2021.

【 Attachment II 】

List of Candidates for Directors and Independent Directors Nominated

Directors	1	1	2	2	3	3	4
Name	Honghan Industrail Co.,Ltd. Representative: Lin,Chi-Pin		Top-Gain Enterprises Ltd. Representat ive: Chen, Jung-Juan		BroadLight Consultants Ltd. Representative: Lin, Chun-Pang		Tsai, Meng-Han
Education	Ta Hwa University of Science and Technolog		Ta Hwa University of Science and Technolog		Food Engineering, Da Yeh University		Master of Laws, University of Southern California
Shareholding	26,100,000		10,000,000		10,000,000		0
Experience	Chairman, Cayman Engley Industrial Co., Ltd.		Director, Suzhou Engley Auto Part Co., Ltd.		Deputy General Manager, Changchun Engley Automobile Industry Co., Ltd.		Lawyer, HorngShyangACC
Independent Director			1		2		3
Name		Liou,Cheng-Hwai		Hsu,Ching-Tao			Yeh,Chih-Ming
Education		Doctor of Business Administration, National Taipei University		Bachelor of Accounting, Feng Chia University		HD, University of Chinese Academy of Sciences
Shareholding		0		0		0
Experience		Independent Director,HOTA INDUSTRIAL MFG. CO.,LTD.		Manager, Capital Market Division President Securities Corp.		Director, CVC Technologies, Inc.

【 Attachment III 】

Directors from List of Non-Competition

	Directors and Independent Director	Current Positions at the Company and Other Companies
1.	Honghan Industrail Co.,Ltd. Representative: Lin, Chi-Pin	1.Chairman, Changchun Engley Automobile Industry Co., Ltd. 2.Chairman, Changchun Engley Auto Parts Co., Ltd. 3.Exectuive Director, Foshan Engley Auto Part Co., Ltd. 4.Executive Director, Tianjin Engley Manufacturing Co., Ltd. 5.Vice Chairman, Constellium Engley (Changchun) Automotive Structures Co., Ltd. 6.Chairman, Changchun CECK Auto. Parts Co.,Ltd. 7.Executive Director&General Manager, Changchun Hongyun Cloud Computing Technology 8.Chairman, Linde+Engley (Tianjin) Auto Parts Co., Ltd. 9.Director, Honghan Industrial Co., Ltd.、Bright Success Inc.
2.	Top-Gain Enterprises Ltd. Representative: Chen, Jung-Juan	1.Director, Suzhou Engley Auto Part Co., Ltd. 2.Changchun Hongyun Cloud Computing Technology
3.	BroadLight Consultants Ltd. Representative: Lin, Chun-Pang	Deputy General Manager, Changchun Engley Automobile Industry Co., Ltd.
4.	Liou, Cheng-Hwai	Independent Director,HOTA INDUSTRIAL MFG. CO.,LTD.