Cayman Engley — AGM Information 2024

Jun 24, 2024

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CAYMAN ENGLEY INDUSTRIAL CO., LTD.

References for The Annual Shareholders’ Meeting in 2024

Report Items

Report No. 1: 2023 Business Report Explanatory Notes:

The Company’s 2023 Business Report (Please refer to Procedures Handbook).

Report No. 2:

Audit Committee’s Review Report on the 2023 Financial Statements

Explanatory Notes:

The Company’s Audit Committee’s Review Report on the 2023 Financial Statements (Please refer to Procedures Handbook).

Report No. 3:

Status of the 2023 Employees’ and Directors’ Compensations

Explanatory Notes:

The Company’s 2023 net profit before tax and before the deduction of Employees’ and Directors’ Compensations was NT$172,280,532. In accordance with the Articles of Association and after taking into account the amount distributed by the peers, the Company proposes to allocate NT$86,140 in cash as Employees’ Compensation (allocation rate is approximately 0.05%) and NT$3,500,000 in cash as Directors’ Compensation (allocation rate is approximately 2.03%).

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 to Procedures Handbook).

Proposal Items

Proposal No. 1

Adoption of 2023 Business Report and Financial Statements (Proposed by the Board of Directors) Explanatory Notes:

1. The Company’s 2023 financial statements have been resolved in the Board of Directors meeting convened on March 29, 2024. The Audit Committee has reviewed the aforementioned Financial Statements along with the Business Report and have issued the review report.

2. The Company’s 2023 Business Report, Independent Auditors’ Report, and the Financial Statements are attached hereto (Please refer to Attachment I and Attachment IV of the handbook).

3. Please proceed to adopt.

Resolution:

Proposal No. 2

Adoption of the Proposed Distribution of 2023 Earnings (Proposed by the Board of Directors). Explanatory Notes:

1. The Company’s proposed distribution of 2023 earnings has been resolved in the Board of Directors meeting convened on March 29, 2024 (Please refer to Attachment V of the handbook).

2. It is proposed to allocate NT$79,428,751 from distributable earnings to distribute cash dividends. Calculated based on the actual number of outstanding shares of 120,346,593 shares on March 21, 2024, it is planned to distribute NT$0.66 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, convertible corporate bonds to common stock 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 “GUIDELINES GOVERNING ELECTION OF DIRECTORS”. (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 “GUIDELINES GOVERNING ELECTION OF DIRECTORS”.

2. The Company’s Comparison Table for the “GUIDELINES GOVERNING ELECTION OF DIRECTORS” Before and After Amendment is attached hereto (Please refer to Attachment I of the handbook and Procedures Handbook).

Resolution:

Election Items

Election No. 1

Re-election of All Directors.

Explanatory Notes:

1. In accordance with Article 74 of the Articles of Association of the Company, the Company intends to re-elect 7 directors (including 3 independent directors) at the regular meeting of shareholders this year.

2. The new directors shall take office from the date of election for a term of three years, beginning on June 13, 2024 and ending on June 12, 2027.

3. In accordance with the provisions of relevant laws and regulations, the list of candidates for directors and independent directors has been reviewed and approved by the board of directors on April 29, 113, and the list of candidates for directors and independent directors nominated by the board of directors is attached, and the reasons for nomination of independent director candidates who have served three terms (Please refer to Attachment II of the handbook and Procedures Handbook).

Resolution:

Other Motions

Other Motions No. 1

Proposal to lift restrictions on competition for newly appointed directors and their representatives. Explanatory Notes:

1. In accordance with Article 209 of the Company Law, "if a director acts for himself or others within the scope of the company's business, he or she shall explain the important content of his or her actions to the shareholders' meeting and obtain their permission".

2. If the new directors and their representatives of the Company may invest in or operate other companies with the same or similar business scope as the Company and serve as directors or managers, they intend to submit to the regular shareholders' meeting for approval in accordance with the law to lift the restrictions on non-competition before the interests of the Company are not affected.

3. Attach the list of directors who have been lifted from non-competition(Please refer to Attachment III of the handbook and Procedures Handbook).

Resolution:

Provisional motions

Closing

【 Attachment I 】

CAYMAN ENGLEY INDUSTRIAL CO., LTD. Comparison Table for the “GUIDELINES GOVERNING ELECTION OF DIRECTORS” Before and After Revision

	AFTER THE REVISION	BEFORE THE REVISION	Explanation
	Article 2-1 Paragraph 3 Where any Shareholder is a corporate entity, its representative may be elected as Director. Where there are several representatives of any corporate Shareholder, such representatives may be elected as Directorsseparately. An elector may select one of the "candidates" from the list of "candidates" compiled by the Company on each ballot paper. However, this restriction does not apply to the exercise of voting rights by shareholders by electronic voting.	Article 6 Paragraph 3 Where any Shareholder is a corporate entity, its representative may be elected as Director or supervisor (if any). Where there are several representatives of any corporate Shareholder, such representatives may be elected as either Directors or supervisors (if any) but not as Director and supervisors (if any) concurrently.	1. Revised according to the Sample Template for XXX Co., Ltd. Procedures for Election of Directors by Taiwan Stock Exchange.
	Article 8 4. The candidates filled in are inconsistent with the list of director candidates after verification. (Excerpt) 8. In the Candidates column, the list of candidates compiled by the Company is selected by two or more candidates.	Article 8 4. A candidate who is also a Member whose account name and Member number are inconsistent with the information recorded in the Register of Members; where a candidate who is not a Member, the name and identification number provided are inconsistent upon further verification. (Excerpt)	1. Revised according to the Sample Template for XXX Co., Ltd. Procedures for Election of Directors by Taiwan Stock Exchange.

【 Attachment II 】

CAYMAN ENGLEY INDUSTRIAL CO., LTD.

List of candidates for directors and independent directors

Category	Name	Education Degree	Experienced	Current position	Reasons for Nomination of Independent Directors Who Have Served Three Terms
Director	BRIGHT SUCCESS INC. Representative: Lin,Shang-Wei	EMBA of National Taiwan University and Fudan University, Shanghai	Chairman, Cayman Engley Industrial Co., Ltd.	Chairman, Cayman Engley Industrial Co., Ltd.
Director	Able Well International Limited Representative: Lin,Chi-Pin	Ta Hwa University	Chairman, Cayman Engley Industrial Co., Ltd.	Director, Cayman Engley Industrial Co., Ltd.
Director	ABLE GAIN INVESTMENT LIMITED Representative: Lin,Shang-Chi	Chienkuo Technology University	VP, Cayman Engley Industrial Co., Ltd.	General Manager, Cayman Engley Industrial Co., Ltd.
Director	Tsai, Meng-Han	Master of Laws, University of Southern California	Presiding Attorney, HORNG SHYANG IPA, LAW & LAND ADMINISTRATION AGENT OFFICE	Presiding Attorney, HORNG SHYANG IPA, LAW & LAND ADMINISTRATION AGENT OFFICE
Independent Director	Liou, Cheng-Hwai	Doctor of Business Administration, National Taipei University	Independent director of HOTA INDUSTRIAL MFG. CO., LTD	Certified Public Accountant of Huijia Accounting Firm	The accounting practice profession can provide important advice to the Company. Although he has been elected as an independent director for three consecutive terms, the company still needs to draw on his expertise. Therefore, this election intends to continue to nominate him as an

					independent director of the Company.
Independent Director	YANG, MING-CHIN	EMBA, Tunghai University	Certified Public Accountant of PwC	None
Independent Director	Wu, CHIN-CHUNG	EMBA, Feng Chia University	Vice CEO, Public Relations and Legal Affairs of Aerospace Industrial Development Corporation	CEO, SKYLINK TECHNOLOGY CO., LTD.

【 Attachment III 】

CAYMAN ENGLEY INDUSTRIAL CO., LTD. - Lifting the non compete list of directors

No.	Directors	Current Positions at the Companyand Other Companies
1.	BRIGHT SUCCESS INC. Representative: Lin, Shang-Wei	1. Chairman, Changchun Engley Automobile Industry Co., Ltd. 2. Chairman, Changchun Engley Auto Parts Co., Ltd. 3. Chairman, Suzhou Engley Auto Part Co., Ltd. 4. Chairman, Chengdu Engley Auto part Co., Ltd. 5. Executive Director, Foshan Engley Auto Part Co., Ltd. 6. Director, Changsha Engley Auto Part Co., Ltd. 7. General Manager, Yizheng Engley Auto Part Co., Ltd. 8. Executive Director, Tsingtao Engley Auto Part Co., Ltd. 9. Executive Director, Hefei Engley Automobile Industry Co., Ltd. 10. Executive Director & Manager, Ningbo Engley Automobile Industry Co., Ltd 11. Chairman, Ningbo Maoxiang Material Co., Ltd. (China) 12. Executive Director, Taizhou Maoqi Metal Co., Ltd. (China) 13. Executive Director, Tianjin Engley Manufacturing Co., Ltd. 14. Chairman, Linde+Engley (Changchun) Auto Parts Co., Ltd. 15. Chairman, Linde+Engley (Tianjin) Auto Parts Co., Ltd. 16. Executive Director, Changchun CECK Auto. Parts Co., Ltd. 17. Executive Director, Shanghai Honghan Engley Auto Part Co., Ltd. 18. Executive Director, Changchun Honghan Engley Aluminum Co., Ltd. 19. Director,ZhejiangSanse Mold TechnologyCo.,Ltd
2.	Able Well International Limited Representative: Lin, Chi-Pin	1. Director, Changchun Engley Automobile Industry Co., Ltd. 2. Vice chairman, Constellium Engley (Changchun) Automotive Structures Co., Ltd. 3. Executive Director and CEO, Changchun Hongyun Cloud ComputingTechnology
3.	Able Well International Limited Representative: Lin, Shang-Chi	1. Director, Changchun Engley Automobile Industry Co., Ltd. 2. Director, Changchun Engley Auto Parts Co., Ltd. 3. Director, Chengdu Engley Auto part Co., Ltd. 4. Supervisor, Tianjin Engley Manufacturing Co., Ltd. 5. Supervisor, Suzhou Engley Auto Part Co., Ltd. 6. Supervisor, Tsingtao Engley Auto Part Co., Ltd. 7. Supervisor,Linde+Engley (Tianjin)Auto Parts Co.,Ltd.

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8. Supervisor, Linde+Engley (Changchun) Auto Parts Co., Ltd.
9. Director, Ningbo Maoxiang Material Co., Ltd.
10. Director, Changsha Engley Auto Part Co., Ltd.
11. Supervisor, Hefei Engley Auto Parts Co., Ltd.
12. Supervisor, Ningbo Engley Automobile Industry Co., Ltd
13. Director, Yizheng Engley Auto Part Co., Ltd.
14. Supervisor, Shanghai Honghan Engley Auto Part Co., Ltd.
15. Supervisor, Jilin Jinli Auto part Co., Ltd.
16. Supervisor, Chengdu Youli Auto part Co., Ltd.
4. Liou, Cheng-Hwai HOTA INDUSTRIAL MFG. CO., LTD.
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