HIWIN — AGM Information 2016

Jul 6, 2016

Meeting Notice of Annual General Shareholders Meeting

(Summary Translation)

(Stock Code:2049)

The 2016 Annual General Shareholders Meeting (the "Meeting") of Hiwin Technologies Corp. (the "Company") will be convened at Taichung Howard Hotel, 3M Room (Address: 4F., No.129, Anhe Rd., Xitun Dist., Taichung City 407, Taiwan) at 9:00 a.m., Tuesday, June 28, 2016.

• I. The agenda for the Meeting is as follows:

  • (1) Proposals and Discussion 1:

    1. Amendment to the Company’s “Articles of Incorporation”

  • (2) Report on Company Affairs:

    1. Report on 2015 employees’ profit sharing bonus and directors’

       • compensation

    2. 2015 Business Report

    3. 2015 Supervisors Audit Report

    4. Amendment to the Rules of Procedure for Board Meetings

    5. Amendment to the ”Guidelines for the Adoption of Codes of Ethical Conduct”

    6. Amendment to the “ Ethical Corporate Management Principles”

  • (3) Adoptions:

    1. Adoption of the 2015 Business Report and Financial Statements

    2. Adoption of the Proposal for Distribution of 2015 Earnings

  • (4) Proposals and Discussion 2:

    1. Proposal for a new shares issue through capitalization of retained earnings

    2. Amendment to the Operational Procedures for Acquisition or Disposal of Assets

    3. Amendment to the Operational Procedures for Loaning of Company Funds

    4. Amendment to the Operational Procedures for Endorsements and Guarantees

    5. Amendment to the Rules of Procedure for Shareholder Meetings

    6. Amendment to the Procedures for Election of Directors and Supervisors

  • (5) Elections: The Election of 10[th] Directors

  • (6) Proposals and Discussion 3: Release the Prohibition on Directors from Participation in Competitive Business

(7) Questions and Motions

• II. The proposal for distribution of 2015 earnings adopted at the meeting of the Board of Directors is as follows：

  • (1) Each common share holder will be entitled to receive a cash dividend of NT$2.1 per share. Totaling NTD$565,484,749.

  • (2) Each common share holder will be entitled to receive a stock dividend of NT$0.2 per share. Totaling NTD$53,855,700.

  • (3) After the approval of the Annual Meeting of Shareholders and the competent authority, the new shares will be distributed on a record date determined by the Board.

• III. It is proposed that Shareholders’ Meeting without prejudicing the interests of the Company, adopts the releasing of Non-competition agreement of the 10[th] Directors in accordance with Article 209 of Company Act.

• IV. Each attending notification and proxy form will be attached in the meeting notice. If the shareholder(s) is attending the meeting in person, please sign or stamp on the attending notification and carry it to the check-in desk on the day of the meeting. However, in the case that an agent(s) is entrusted to attend the meeting, the shareholder(s) shall sign or stamp on the proxy and after the shareholder(s) personally fills out the name and address of the agent, the proxy shall be delivered to the Registrar and Transfer Agency Department of Yuanta Securities Co., Ltd at least 5 days prior to the day of the meeting. The signed proxy will serve as the sign-in card for agent(s) to represent your vote at the meeting.

• V. Proxies and the electronic voting results for the Shareholders’ Meeting will be verified by Registrar and Transfer Agency Department of Yuanta Securities Co., Ltd.

• VI. In case of public solicitation of proxies, a summary will be uploaded to Securities and Future Institute (http://free.sfi.org.tw) no later than May 27, 2016. For inquiries about the information, please visit the website (Securities Code:2049).

Sincerely, Board of Directors

Hiwin Technologies Corp.