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LHIHC AGM Information 2018

Jul 11, 2018

51754_rns_2018-07-11_c67d9832-f1b5-41f7-a781-c8b0ae1f4f4e.pdf

AGM Information

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Lien Hwa Industrial Corp. Notice of the 2018 Annual General Shareholders’ Meeting (Summary Translation)

This document is prepared in accordance with the Chinese version and is for reference only. In the event of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

Time09:00 a.m., Tuesday, June 26[th] , 2018

Venue1F , No.12, Fufeng S. Rd., Yangmei Dist., Taoyuan City 32663, Taiwan (R.O.C.)

I. 2018 Annual general shareholders’ meeting agenda as follows:

  1. Report Items:

  2. (1) 2017 Business Report

  3. (2) Supervisors’ Review Report for 2017

  4. (3) 2017 distribution plan for remuneration of directors and supervisors and employees’ compensation

  5. Approval Items:

  6. (1) 2017 Company’s business report and financial statements

  7. (2) 2017 earnings distribution plan

3. Discussion Items:

  • (1) Issue new shares for capitalization of retained earnings

  • (2) Amendment to certain provisions of the Articles of Incorporation

  • (3) Amendment to certain provisions of the Rules of Procedure for Shareholders’ Meetings

  • (4) Amendment to certain provisions of the Rules for Election of Director and Supervisors

  • (5) Amendment to certain provisions of the Operational Procedures for Loaning Funds to Others

  • (6) Amendment to certain provisions of the Procedures for Endorsement and Guarantee

  • (7) Amendment to certain provisions of the Procedures for Acquisition or Disposal of Assets

  • (8) Amendment to certain provisions of the Procedures for Engaging in Derivatives Trading

  • Election Item: Election of the 22nd Directors

  • Other Item: Discussion on releasing non-competition restriction from the directors of the Company

  • Extraordinary Motions

7. Adjournment

II. The major items of the proposal for distribution of 2017 earnings adopted at Board of Directors meeting are as follows:

  1. Cash Dividend of NT$1.80 per common share. Upon the approval of annual general meeting of shareholders, it is proposed that the board of directors be authorized to resolve the ex-dividend date.

  2. Stock dividends totaling 95,648,471 shares and allocate 100 shares per 1,000 shares. Upon the approval of the annual general meeting of shareholders, it is proposed that the board of directors be authorized to resolve the ex-right date.

  3. Before the record date for dividend distribution, if the Company’s number of outstanding shares is affected by any share buy-back or any transfer, conversion or cancellation of treasury shares and if the shareholders dividend distribution ratio is changed accordingly, the board of directors is authorized to make necessary adjustments and has the full discretion to handle relevant matters.

  4. III. The shareholders’ meeting will full re-elect 10 directors (including 3 independent directors).

  5. The nominated candidates of this election are listed as follow:

  6. Director: Matthew Feng-Chiang Miau, John Miao, Hu-Shih Ching, UPC Technology Corp. Representative Chun Chen, UPC Technology Corp. Representative Song-En Sun, Yih Yuan Investment Corp. Representative Cheng-Yu Tan, Yih Yuan Investment Corp. Representative Jason Chow.

Independent director:Lucy-Sun Hwang, Lo-Hou Chew, Chien-Jen Chen

If any shareholder is interested in their qualifications, please refer to Market Observation Post System of Securities and Futures Institute (website: http://mops.twse.com.tw).

  • IV. According to Article 209 of Company Act, the Corp will propose to remove the non-compete limitations on newly elected directors in competitive business and ask for shareholders’ approval. Please refer to the handbook of the Meeting for the new directors’ concurrent details.

  • V. Please find enclosed the 2018 Annual General Shareholders Meeting Notice and one copy of the proxy. Should you wish to attend the meeting in person, please sign or stamp your personal chop on the Notice and proceed with check-in on the day of the meeting. Should you wish to appoint a proxy to attend the meeting on your behalf, please sign or stamp your personal chop on the proxy application form, fill in the name and address of your proxy, have your proxy sign or stamp his or her personal chop on the form and deliver the form (which must be received

within five (5) days prior to the meeting) to the Company’s designated agent for processing the delivery of attendance cards.

  • VI. If there is any shareholder intends to solicit for the Proxy Form, the Solicitor’s Solicitation Information List compiled by the Company will be available on May 25, 2018 on the website of the Securities and Futures Institute (http://free.sfib.org.tw). For inquiries, please log-on to the website and click “Free Inquiry System for the Proxy Form” and input the conditions of inquiry accordingly.

  • VII. Shareholders may exercise their voting rights through Taiwan Depository and Clearing Corporation’s STOCK VOTE platform (http://www.stockvote.com.tw) during the period from May 26, 2018 to June 23, 2018.

  • VIII. The institution for tallying and verifying proxy forms of 2018 general shareholders’ meeting is Transfer Agency Department of CTBC Bank Co., Ltd.

  • IX. These regulations should be abided and applied.

The Board of Directors of Lien Hwa Industrial Corp.