cpc — AGM Information 2016

Jul 6, 2016

Chieftek Precision Co., Ltd

2016 annual General Meeting of the Shareholders References

Item 1

Proposal:

Amendment some part of the Articles of incorporation.

Explanation:

1. According to the Company Act, addition Article 235-1, amendment Article 235 and 240, meanwhile, to conform the future development, the company hereby proposes to amend some part of the Article of Incorporation.

2. Please refer to Chinese version ,Attachment (page 9-11) for details of the proposed amendments to cpc’s Articles of incorporation.

Resolution:

Matters to Report

Report No. 1

2015 Business Report.

Explanation:

The 2015 Business Report, please refer to Chinese version,Attachment 2 (page 12-14) for details.

Report No. 2

2015 Supervisors Audit Report

Explanation:

The 2015 Supervisors Audit Report, please refer to Chinese version, Attachment 3 (page 15) for details.

Report No. 3

To report 2015 employees’ profit sharing bonus and directors’ compensation. Explanation:

The 2015 employees’ profit sharing bonus and directors’ compensation report, please refer to Chinese version, Attachment 4 (page 16) for details.

Report No. 4

Regulations Governing Share Repurchase by Exchange-Listed and OTC

Explanation:

The Regulations Governing Share Repurchase by Exchange-Listed and OTC until now is as following

Batch Order	The first period
Purpose of the buy-back	Transfer to employees
Timeframe of buy-back	From November 12, 2014 to January 9, 2015
Price range	NTD 22.30 to 50.40 dollars per share
Class, quantity of shares bought back	3,000,000 Common shares
Value of shares bought-back	118,543,503 dollars
Shares sold/transferred	0
Accumulated number of company shares held	3,000,000 Common shares
Percentage of total company shares (*Note) held（%	）5.06％

*Note : Total shares issued as of APR 18, 2016 : 59,233,799 Common shares.

Report No. 5

The Status of Endorsement and Guarantee for 2015

Explanation:

1. The Status of Endorsement and Guarantee until December 31, 2015 is as following

Company	EndorsementEnding Balance(in NT$ thousands)	AmountActually Drawn(in NT$ thousands)	The relationship withheadquarters
cpcEuropa GmbH	46,644	39,468	The Subsidiary thatshareholding 100%shares

1. The above-mentioned amount is not exceed the specific quota.

Adoptions

Proposed by the Board of Directors

Item 1. Proposal:

Adoption of the 2015 Business Report and Financial Statements. Explanatory Notes:

1. The Company’s Financial Statements, including the balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows, were audited by independent auditors, Ms. Zi Yu Lin and Mr. Zi Meng Liu of PWC Taiwan. Also Business Report and Financial Statements have been approved by the Board of Directors and examined

by the supervisors of the Company.

1. The 2015 Business Report could be referred to the Chinese version Appendix 2 and 3&4, independent auditors’ audit report, and Financial Statements by PWC could be referred to the Chinese version, Appendix 5.

Proposed by the Board of Directors

Item 2. Proposal:

To approve the proposal for distribution of 2014 profits (Proposed by the Board of Directors)

Explanation:

1. The 2015 profit distribution program of the Company has been submitted by Board in 17[th] Mar 2016, in accordance with Company Act and the Articles of Incorporation of the Company.

2. The Company plans to distribute dividends of NT$28,116,900 to shareholders and according to the actual flow of the number of shares outstanding to calculate per share allotment of about NT $ 0.50 and the stock dividend of NT $ 28,116,900, according to the actual flow of the number of shares outstanding, for every thousand shares will be allotted with 50 shares, amounted to NT $ 56,233,800 the 2015 Profit Allocation Proposal is attached hereto as Appendix VI

3. Actual placement and number of shares will depend on the number of registered shareholders on the ex-rightsdate. The cash dividend distribution will be calculated to the nearest NT dollar. After the above mentioned method were approved by regular shareholders’ meeting. The ex-dividend date will be decided by the Board of Directors meeting after approval by the competent authority. Allotment of fractional shares (less than one share) shall be paid in cash, and the Chairman or his designated representative may subscribe at par value. Actual placement and number of shares will depend on the number of registered shareholders on the ex-rights date.

4. After approved by regular shareholders’ meeting, the ex- right date and the issuance of new shares for capital increase by earnings re-capitalization will be decided by the Board of Directors meeting.

5. Before ex- right dateif buying back shares the transfer of treasury shares of the Company, cancellation or other reasons prior to the date of ex-right affect the number of shares of the outstanding shareholders and change the allotment rate, company will submitted to the shareholder's meeting and the Board is authorized to make such adjustments.

6. Please accept the above proposal.

Proposals and Discussion

Proposed by the Board of Directors

Item 1. Proposal:

Proposal for a new share issue through capitalization of retained earnings. Please proceed to discuss.

Explanation:

For the further development of company business, the management plans to withdraw NTD$28,116,900 from distributable earnings to issue dividends stocks (2,811,690shares) and every share at NTD $10 dollar.

1. The shares are determined by the shareholding ratio of shareholders. 50 common shares will be distributed for every 1,000 common shares for free. Allotment of fractional shares (less than one share) stop by the shareholders at the date of transfer of shares of the company within five days of the service agencies gather itself for a whole register of shares, after gathering if there is still insufficient or overdue patchwork of fractional shares after the patchwork of cash calculated by denomination to the nearest NT dollar, the shares authorize the chairman to contact a specific person for subscription by denomination.

2. The shareholder rights and obligations of the new shares are the same as those of existing shares.

3. Regarding new shares will be distributed on a record date will be determined by the Board after the approval of the Annual Meeting of Shareholders and the competent authority.

4. Before Ex- issue new shares date if buying back shares the transfer of treasury shares of the Company, cancellation or other reasons prior to the date of ex-right affect the number of shares of the outstanding shareholders and change the allotment rate, company will submitted to the shareholder's meeting and the Board is authorized to make such adjustments.

5. Above capitalization issues are authorized the board to deal with if authorities or circumstance changes.

Proposed by the Board of Directors

Item 2. Proposal:

By-election of director

Explanation:

1. Because the directors of the Company Mr. Huai Yuan Zuo die of an illness on July 24 2015 so he was dismissed naturally.

2. Under the articles of incorporation and board resolution on March 17 2016. The new director should take office after by- election if the vacant position due to dismissal of pre-term directors. Take office term from June 16th 2016 to June 5th 2017.

3. The election is under the program of election of directors and supervisors, please refer to Appendix II.