CE — AGM Information 2020

Jul 3, 2020

CHINA ELECTRIC MFG. CORP.

Notice of 2020 Annual Shareholders’ Meeting

(Summary Translation)

The 2020 Annual Shareholders’ Meeting (the “Meeting”) of CHINA ELECTRIC MFG. CORP. will be convened at 10:00 a.m., Thursday, May 28, 2020 at No. 81, Guangfu N. Rd., Hukou Township, Hsinchu County, Taiwan (R.O.C.). Shareholders should register before 09:30 a.m. at the same place where the Meeting is convened.

1. Meeting Agenda:

2. (1) Report Items:

   • i. The business overview in 2019

   • ii. Audit Committee’s review report

   • iii. To report 2019 employee’s profit sharing bonus and director’s compensation

   • iv. To report the establishment of the Company’s Ethical Corporate Management Best Practice Principles

3. (2) Matters for Ratification:

   • i. The Company’s 2019 business report and financial statements

   • ii. The Company’s 2019 earnings distribution

4. (3) Matters for Discussion:

   • i. The revision of the Company’s Articles of Incorporation

   • ii. The release of the non-compete restriction imposed on the Company’s independent directors.

   • iii. The proposal to reduce capital by cash refunds

5. (4) Extempore Motion

6. The Company’s board of directors passed the 2019 earnings distribution on March 18, 2020 as follows:

7. (1) Cash Dividend: Total amount of TWD $430,314,322, equivalent to circa TWD $1.2 per share dividend paid in cash

8. (2) For variation of the dividend payout ratio as a result of change in number of shares outstanding, due to any reason hereafter, it is proposed that the Shareholders’ Meeting authorizes the Chairman with full power and authority to handle related matters.

9. If the reason for convening shall be manifested as requested by Article 172 of

Company Act, the relevant information will be disclosed on Taiwan Stock Exchange Market Observation Post System (http://mops.twse.com.tw/). (Website route: Electronic Books/Shareholders’ meetings. Search year “2019” for supplementary files.)

1. The discussion on the release of the non-compete restriction on directors is brought up in accordance with Article 209 of the Company Law, it is proposed that the Shareholders’ Meeting authorizes the release of non-compete restriction on directors.

2. Pursuant to Article 165 of the Company Law, the shareholder register will be closed from March 30, 2020 to May 28, 2020.

3. In addition to this announcement, a meeting notice along with Notice of Attendance and Proxy Form will be mailed to each shareholder. Shareholder, who wants to attend the meeting personally, will need to fill out the 2[nd] part, Notice of Attendance on the left hand side, of the notification letter with personal signature or seal and register with the Company on the day of the Meeting with no need to mail back the Notice of Attendance. If a proxy is to attend on behalf of the shareholder, the second part, Proxy Form on the right hand side, of the notification letter should be filled out with personal signature or seal and received by the Company's stock affairs agency, the Capital Securities Corporation Stock Affairs, no later than five days before the Meeting. The Company’s stock agency will then create and mail the Attendance Notice to the proxy. Shareholder or the shareholder's proxy shall present identification documents to be allowed into the meeting

4. If there is (are) a person (s) soliciting proxy forms, the Company will, in accordance with the relevant laws and regulations, compile related information and upload it to Securities & Futures Institute’s website by April 27, 2020. Shareholders can access this information at http://free.sfi.org.tw.

5. The shareholders may exercise their rights to vote by electronic voting. The voting period will be valid from April 28, 2020 to May 25, 2020. Please log onto the website “TDCC Stock Vote” established by Taiwan Depository & Clearing Corporation at http://www.stockvote.com.tw and follow its instructions to vote.

6. The Company's stock affairs agency, Capital Securities Corporation Stock Affairs, is responsible for the calculating and verifying proxy for the Meeting.

Regards,

Board of Directors of CHINA ELECTRIC MFG. CORP.