Chieftek Precision Co., Ltd. — AGM Information 2017

Jun 28, 2017

Chieftek Precision Co., Ltd

2017 Annual Shareholders’ Meeting Agenda References

Report Items

1. To Report the business of 2016.

Explanatory Notes: The 2016 Business Report, please refer to the Handbook of the 2017

Annual Shareholders’Meeting.

2. Supervisors’ Review Report on the 2016 Financial Statements.

Explanatory Notes: The 2016 Supervisors’ Review Report, please refer to the Handbook of the

2017 Annual Shareholders’Meeting.

3. To Report 2016 Employees’ Profit Sharing Bonus and Directors and Supervisors’

Compensation.

Explanatory Notes: The 2016Employees’ Profit Sharing Bonus and Directors and

Supervisors’ Compensation Report, please refer to the Handbook of the 2017 Annual Shareholders’Meeting.

4. To Report the Treasury Stock of Buyback.

Explanatory Notes: The Treasury Stock of Buyback is as following.

**Explanatory Notes:**The TreasuryStock of Buyback is	as following.
Batch Order	The firstperiod
Purpose of the buy-back	Transfer to employees
Timeframe of buy-back	From November 12, 2014 to January9, 2015
Price range	NTD 22.30 to 50.40 dollarsper share
Class,quantityof shares bought back	3,000,000 Common shares
Value of shares bought-back	118,543,503 dollars
Shares sold/transferred	0
Accumulated number of companyshares held	3,000,000 Common shares
Percentage of total companyshares(*Note)held(%)	5.06%

*Note: Total shares issued 62,045,489 Common sharesas of April 24, 2017.

5. To Report the 2016 Endorsement and Guarantee.

Explanatory Notes:

• (1) As of December 31, 2016, The Company provision of endorsement and guarantee to others

as following:
Company Name	EndorsementEnding Balance(inNT$ thousands)	Amount ActuallyDrawn(inNT$ thousands)	The relationship withheadquarters
cpc Europa GmbH	$ 128,820	$ 62,715	The Subsidiary thatshareholding100% shares

• (2) The above-mentioned amount is not exceed the limit of rules.

Proposed Resolutions:

1. To accept 2016 Business Report and Financial Statements.

Proposed by the Board of Directors

Explanatory Notes:

• (1) The Company’s Financial Statements, including the balance sheet, the statement of comprehensive income, the statement of changes inequity, and statement of cash flows, were audited by independent auditors, Ms. Tzu-Uu, Lin and Mr. Tzu-Meng, Liu of PricewaterhouseCoopers(PWC), Taiwan. Also Business Report and Financial Statements

have been approved by the Board of Directors and examined by the supervisors of the Company.

• (2) The 2016 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 Handbook for the 2017 Annual Shareholders’ Meeting.

2. To Approve the Proposal for Distribution of 2016 Profit.

Proposed by the Board of Directors

Explanatory Notes:

• (1) The 2016 profit distribution program of the Company has been submitted by Board on March23, 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 $1.0, please refer to the Handbook for the 2017 Annual

Shareholders’ Meeting for the 2016 Profit distribution.

• (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) 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.

Discussion andElectionItems:

1. To Amendment the Articles of Incorporation.

Proposed by the Board of Directors

Explanatory Notes:

• (1) Amendment in accordance with Article 192-1 of the Company Act, the letter issued by the Financial Supervisory Commission, with the issue number #1060000381 on January 18, 2017, and the letter issued by the Taipei Exchange, with the issue number #1060001575 on January 24, 2017, the company plans to amend certain provisions in the Articles of

Incorporation.

• (2) Please refer to the Handbook for the 2017 Annual Shareholders’Meeting for the comparison tables of the articles to be amended.

2. To Amendment the Procedures for Acquisition and Disposal of Assets.

Proposed by the Board of Directors

Explanatory Notes:

• (1) To meet the recent amendment made to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” in accordance with the letter issued by the Financial Supervisory Commission, with the issue number #1060001296 on February 9, 2017 and #1060004523 on February 13, 2017, the company plans to amend certain provisions in the “Procedures for Acquisition and Disposal of Assets.”

(2) Please refer to the Handbook for the 2017 Annual Shareholders’Meeting for the comparison between current and amended Articles of the company’s “Procedures for Acquisition and Disposal of Assets.”

3. To Elect Directors and Supervisors.

Proposed by the Board of Directors

Explanatory Notes:

• (1) The tenure ofDirectors andSupervisorsexpired on June 16, 2017. According to the Company Act article, the company proposes to duly elect.

• (2) According to the Articles of Incorporation and the board of Directors proposed on March, 23, 2017. The company proposes to duly elect new eight Board members at this year’s Annual Shareholders’ Meeting (including three independent Directors, under candidate nomination system), and threeSupervisors.The tenure of newly elected directors and supervisors shall commence on June 22, 2017 and expire on June 21, 2020.

• (3) According to the Company of Procedures for Election of Directors and Supervisors, please refer to the Handbook of the 2017 Annual Shareholders’Meeting.

• (4) The qualification of the nominated IndependentDirectors has been reviewed by the Board meeting on May9, 2017.The IndependentDirectors shall be elected from the nominated candidates. The IndependentDirectorcandidates’ academic background, experience, number of shares held and relevant information are refer to the Handbook of the 2017 Annual Shareholders’Meeting.

4. To Release the Prohibition on New Directors from Participation in Competitive Business.

Proposed by the Board of Directors

Explanatory Notes:

• (1) According to the Company Act article 209, a director who acts for himself or on behalf of another person that is within the scope of the company’s business, shall secure approval for such at the meeting of shareholders. (Evenif the director of the mainlandsubsidiary is the same.)

• (2) Based on the Company operating considerations, and release the Prohibition on New Directors from Participation in Competitive Business.