HOLY STONE — AGM Information 2014

Jul 31, 2014

TWSE ： 3026

==> picture [259 x 88] intentionally omitted <==

2014 Annual General Shareholders’ Meeting

Summary of Meeting Agenda (Translation)

Date of Shareholders’ meeting: 9:00 am., 11 June, 2014 (Wednesday) Location: Chu Pao Building ( 7F, No.17, Lane 91, Section 1, NeiHu Road, NeiHu District, Taipei City 114, Taiwan ).

Report Items:

• (1) To report the business of 2013.

• (2) Supervisor’s Review Report on the 2013 Financial Statements

Proposed Items:

Report No.1 (proposed by the Board of Directors)

To accept 2013 Business Report and Financial Statements.

Explanation:

• (1)2013 Financial Statement of the Company has been audited, and the audit report has been issued by

Pei-Chi Chen and Chia-Hsin Chang, accountant at CPA firm of KPMG.

• (2)The aforestated 2013 Financial Statements and Business Report are resolved by the Board of

Directors and reviewed by Supervisors.

• (3)Attachment

• i.Business Report. (P.6 of 2013 Shareholder's Meeting Agenda)

• ii.Supervisors’ Report. (P. 7 of 2013 Shareholder's Meeting Agenda)

• iii.Auditors' Report. (P. 8 & P.13 of 2013 Shareholder's Meeting Agenda)

• iv.Financial Statement (P. 9-12 & P.14-17 of 2013 Shareholder's Meeting Agenda)

• (4)Please accept the above-mentioned items.

Resolution:

Report No.2 (proposed by the Board of Directors)

To approve the proposal for distribution of 2103 profits.

Explanation:

• (1) To draft the distribution of earnings according to Articles of Company (P.18 of 2013 Shareholder's Meeting Agenda)

• (2) This distribution of earnings are resolved by the Board of Directors and reviewed by Supervisors.

• (3) To pay cash dividends of NT$2.8 to shareholders.

• (4) Resolution at Shareholders’ Meeting shall authorize the Board of Directors to decide on the Distribution Record Date

• (5) In the event of that the outstanding shares is affected by capital increase (reduction), buyback of treasury stock or, write-off and transfer of treasury stock, conversion of convertible bonds, conduct of ESO or any other factors, authorized Board of Directors shall resolved the total amount of the distribution of earning at the shareholders’ meeting. The distribution shall be adjusted in proportion of outstanding shares on the distribution report date.

• (6) Please accept the above-mentioned items.

Resolution:

Discussion

Report No. 1 (Proposed by the Board of Directors)

To approve the amendment to the Article of the Company

Explanation:

• (1) To propose amendment to the Aarticle of the Company regard for the Company’s business

• development.

• (2) Caparison table of the amendment (P.19-20 of 2013 Shareholder's Meeting Agenda)

• (3) Please jointly decide the above-mentioned item.

Resolution:

Report No. 2 (Proposed by the Board of Directors)

To approve the amendment to the Procedures of Acquisition or Disposal of Assets.

Explanation:

• (1) To amend the Procedures of Acquisition or Disposal of Assets in accordance with the no.

• 1020053073 issued by FSC (Financial Supervisory Commission) on Regulations Governing the

• Acquisition and Disposal of Assets by Public Companies.

• (2) Comparison table of the amendment (P.21-32 of 2013 Shareholder's Meeting Agenda)

• (3) Please jointly decide the above-mentioned item.

Resolution:

Report No. 3 (Proposed by the Board of Directors)

To release the prohibition on directors from participation in competitive business

Explanation:

• (1) In accordance with Article 209 of the R.O.C. Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such as act and secure its approval.

• (2) To broaden the boundaries of the Company’s business against Directors’ expertise’s, without any damaging of the Company, Holy Stone proposed to release Director, Ken-Yi Cheng, from the restriction of non-competition of Hi-trend Technology(shanghai)Co.,Ltd.

• (3) Please jointly decide the above-mentioned item.

Resolution:

Special Motion