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HIWIN AGM Information 2019

Jul 16, 2019

51962_rns_2019-07-16_f6b6d355-8372-4695-9acd-4423b861d364.pdf

AGM Information

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Meeting Notice

of

Annual General Shareholders Meeting

(Summary Translation)

(Stock Code:2049)

The 2018 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., Friday, June 28, 2019.

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

  • (1) Report on Company Affairs:

  1. 2018 Business Report

  2. 2018 Audit Committee’s Review Report

  3. Report on 2018 employees’ profit sharing bonus and directors’ compensation

  • (2)Adoptions:
  1. Adoption of the 2018 Business Report and Financial Statements

  2. Adoption of the Proposal for Distribution of 2018 Earnings

  • (3)Proposed Resolutions:
  1. Proposal for a new shares issue through capitalization of retained earnings

  2. Amendment to the Company’s Articles of Incorporation

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

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

  5. Amendment to the Operational Procedures for Endorsements and Guarantees

  6. Amendment to the Rules of Procedure for Shareholder Meetings

  • (4)Election

The Election of 11[th] Directors

  • (5)Other motion:

Release the Prohibition on 11[th] Directors from Participation in Competitive Business (6)Questions and Motions

  • ii. The proposal for distribution of 2018 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$7 per share. Totaling NTD$2,103,934,182.
  1. Each common share holder will be entitled to receive a stock dividend of NT$0.3 per share. Totaling NTD$90,168,600.

  2. 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. The shareholders’ meeting proposed to elect 9 directors (including 3 independent directors).

  • iv. Nominees listed are as follows. Directors:1. Chuo,Yung-Tsai 2. Chen,Chin-Tsai 3. Lee,Shun-Chin 4. Tsai,Huey-Chin 5. Chuo,Wen-Hen 6. San Hsin Investment Co.Ltd. Independent directors:1. Chiang,Cheng -Ho 2. Chen Ching-Hui 3. Tu,Li-Ming

  • v. It is proposed that Shareholders’ Meeting without prejudicing the interests of the Company, adopts the releasing of Non-competition agreement of the 11[th] Directors in accordance with Article 209 of Company Act.

  • vi. In addition to making an announcement on Market Observation Post System, we hereby issue this letter to invite you to the Shareholders’ Meeting with notice of Shareholders’ Meeting and a form of Proxy each attached. To attend the Shareholders’ Meeting, please send the second copy of the letter back for registration, or register personally at Shareholders’ Meeting on the scheduled meeting date. To attend by proxy, please refer to the guidance for using proxy, and fill out and return the proxy form. For your representative to attend the Meeting, please deliver the proxy form to Registrar and Transfer Agency Department of Yuanta Securities Corporation five days prior to Shareholders’ Meeting.

  • vii. In case of public solicitation of proxies, a summary will be uploaded to Securities and Future Institute (website: http://free.sfi.org.tw) no later than May 28, 2019. For inquiries about the information, please visit the website(Securities Code:2049). Proxies and the electronic voting results for the Shareholders’ Meeting will be verified by Registrar and Transfer Agency Department of Yuanta Securities Corporation.

Sincerely, Board of Directors Hiwin Technologies Corp.