KHGEARS — AGM Information 2020

Aug 12, 2020

Meeting Notice for Annual Shareholders’ Meeting

(Summary Translation)

The 2020 Annual General Shareholders’ Meeting （ the “Meeting” ） of Khgears International Limited （ the “Company” ） will be convened at 9:00 A.M., Tuesday, June 23[rd] , 2020 at GIS Taipei Tech Convention Center Room 302 （ 3F., No. 1, Sec. 3, Zhongxiao E. Rd., Da’an Dist., Taipei City, Taiwan ） .

The agenda of the Meeting is as follows ：

1. Report Items ：

(1) To report the business of 2019

(2) 2019Audit Committee’s review report

(3) To report 2019 employees' and directors' remunerations

(4) To report the revise of Rules of Procedure for Board of Directors Meetings

(5) To report the revise of Ethical Corporate Management Best Practice Principles and revise of Procedures for Ethical Management and Guidelines for Conduct

1. Recognition Items ：

(1) To accept 2019 Business Report and Consolidated Financial Statements

(2) To accept the proposal for the distribution of 2019 Earnings

1. Discussion Items ：

(1) To revise the Memorandum of Association and Articles of Association

(2) To approve the Issuance of New Employee Restricted shares

The distribution of cash dividends from 2019 earnings approved by the Board of Director are as follows ： Resolution for distributing 2019 distributable earnings was approved by the board of directors on March 30, 2020. Cash dividend of NT$157,080,000 for common shares at NT$3.3 per share will be distributed (converted using exchange rate of the cash dividend issued in USD, based on average foreign currency closing rate of USD by the Bank of Taiwan on the dividend record date). If the dividend distribution ratio is adjusted due to change of the Company's total number of outstanding common shares, the Chairman is authorized to adjust the ratio of dividend to be distributed to each common share based on the total amount to be distributed and the number of actual common shares outstanding on the record date for distribution.

Please refer to the content of Recognition and Discussion Items on the Meeting Agenda in Taiwan Stock Exchange Market Observation Post System (http://mops.twse.com.tw).

Please attend the meeting on time or vote on line, the electronic voting platform of Taiwan Depositary and Clearing Corporation will be available at https://www.stockvote.com.tw beginning from May 23, 2020 to June 20, 2020.

Or you can authorize other person to attend the meeting by signing the attached Proxy Letter.

Board of Directors

Khgears International Limited