cpc — AGM Information 2019

Jun 14, 2019

CHIEFTEK PRECISION CO., LTD

Meeting Notice for Annual Shareholders’ Meeting of 2019

1. The company will hold the 2019 Annual Shareholders’ Meeting on Wednesday, June 12, 2019 at 9:00 a.m. at 2F.-1, No.26, Nanke 3rd Rd., Xinshi Dist., Tainan City 744, Taiwan, R.O.C. (Southern Science Park Industries). The check-in process for shareholders will start at 8:30 a.m., the same as the meeting one.

The agenda for the meeting is as follows:

• I. Report Items：

  • (1) To Report the Business of 2018.

  • (2) Supervisors’ Review Report on the 2018 Financial Statements.

  • (3) To Report 2018 Employees’ Profit Sharing Bonus and Directors and Supervisors’ Compensation.

  • (4) To Report the 2018 Endorsement and Guarantee.

• II. Proposed Resolutions：

  • (1) To accept 2018 Business Report and Financial Statements.

  • (2) To Approve the Proposal for Distribution of 2018 Profit.

• III. Discussion Items：

  • (1) In the case of 2018 Surplus Transferring Capital and Issuing New Shares.

  • (2) To amend the Article of Incorporation.

  • (3) To amend the procedures for the acquisition or disposal of assets

  • (4) To amend the Management of Endorsement and Guarantees.

  • (5) To amend the Management of Loans to Others.

  • (6) To amend the Code of Corporate Governance.

Ⅳ. Special Motion：

1. The Company’s Profit Distribution for year 2018 is as follows：

• I. The cash dividends of shareholders distributed in this plan amounted to NT$73,806,862. Based on the actual number of shares in circulation, NT$1.0 per share was allotted and NT$73,806,870 was a dividend on shares. According to the number of shares actually traded, 100 shares are issued for each 1,000 shares and the total amount is NT$147,613,732.

• Ⅱ. After the Annual Shareholders’ Meeting Approved, the Chairman of Board of Directors will be authorized to establish the Record Dates for Distribution of Dividends.

• Ⅲ. Proposed Resolutions: As a result of amendments to the Act or the Competent Authority, the Objective and Subjective Factors to Environmental Changes or Cancellation of Treasury shares, Convertible Bonds Conversion or Exercise of Employee Stock Option Certificates, etc., when above Factors Affect the company’s outstanding shares, in consideration of the total amounts of Distribution profits

Resolved for Distribution by the Shareholders’ Meeting to Authorize the Board, will Adjust the Distribution Percentage Based on the Actual Number of the Outstanding Shares on the Dividend Record Dates and Handle the Dividend Distribution Matters Accordingly.

1. According to Company Act, Article 165: the Closure Period is from April 14, 2019 to June 12, 2019.

2. Enclosed Please Find one copy of the Shareholder Attendance Notice for the Annual Shareholders’ Meeting and a Proxy Form. If You wish to Attend the Meeting in Person, Please sign or Stamp your Personal Chop on the Notice and Proceed with the Check-in on the day of the meeting (Please Do Not Send the Signed Notice to the Company if You Intend to Attend in Person). If You wish to Delegate a Proxy to Attend the Meeting, Please Sign or Stamp your Personal Chop on the Proxy Form, Properly fill in the Name of Your Proxy and Deliver (mail) the Same (which must be Delivered within Five (5) Days (June 6, 2019) Prior to the Meeting) to the Company’s Designated Stock Agent, i.e. Fubon Securities, Stock Register Agency Department, at 2F., No. 17, Xuchang St., Zhongzheng District, Taipei.

3. If there is a Request of a public solicitation of proxy for this Annual Shareholders’ Meeting, the Company will Upload a Summary Table of Information from Solicitors to the Website of the Securities and Futures Institute at http://free.sfi.org.tw before May 10, 2019. Investors may Directly Enter the Website and Go to “System for Free Inquiry of Relevant Information on Proxy Announcement” then Click to Choose “Please Enter for Inquiry on Meeting Information for Proxy Announcement” and Type in Any Inquiries (Company Code: 1597).

4. According to Securities and Exchange Act, Article 26-2 : The Notice of the Shareholders’ Meeting to be Given by an Issuer to Shareholders who Own Less than 1,000 Shares of Nominal Stocks may be Given in the Form of a Public Announcement; for a Regular shareholders Meeting, such Public Announcements shall be Served with Thirty Days Prior Notice.

5. The shareholder voting right could be exercised through the Internet during the period from May 11, 2019 to June 9, 2019. Please login to the TDCC (Taiwan Depository & Clearing Corporation) website (http://www.stockvote.com.tw) to exercise voting rights in accordance with the online instruction.

6. No Souvenirs will be provided at this Annual Shareholders’ Meeting.

Sincerely Yours, Board of Directors Chieftek Precision Co., Ltd.