LHIHC — AGM Information 2019

Jul 11, 2019

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Lien Hwa Industrial Corp. Notice of the 2019 Annual General Shareholders’ Meeting (Summary Translation)

The 2019 Annual Shareholders ’ Meeting of Lien Hwa Industrial Corp. will be convened at 9:00 a.m., Tuesday, June 25, 2019 at 1F , No.12, Fufeng S. Rd., Yangmei Dist., Taoyuan City 32663, Taiwan (R.O.C.)

I. 2019 Annual general shareholders’ meeting agenda as follows:

1. Issues to be reported:

2. (1) Business Report for Year 2018.

3. (2) Audit Committee's report on audit of 2018 closing statements.

4. (3) Report on allocation of remuneration to directors and remuneration to employees in 2018.

5. Issues brought for acknowledgement:

6. (1) Acknowledgement of Business Report and Financial Statements 2018.

7. (2) Acknowledgement of Allocation of Earnings, 2018.

8. Issues brought into discussion:

9. (1) Proposal to convert the Company ’ s earnings into capital increase and issuance of new shares.

10. (2) Propose to transform the Company into an investment holding corporation and to rechristen the Company name.

11. (3) Propose to demerger the flour business in Taiwan.

12. (4) Propose to demerger the leasehold business in Taiwan.

13. (5) A proposal of partial amendment to the Company's "Articles of Incorporation".

14. (6) A proposal of amendment to the Company's "Rules of Procedures Governing Shareholders ’ Meeting".

15. (7) A proposal of amendment to the Company's "Regulations Governing Election of Directors".

16. (8) A proposal of partial amendment to the Company's "Operational Procedures for Endorsements/Guarantees".

17. (9) A proposal of partial amendment to the Company's "Operational Procedures for Loaning of Funds to Others".

18. (10) A proposal of partial amendment to the Company's "Operational Procedures for the Acquisition or Disposal of Assets".

19. (11) A proposal of partial amendment to the Company's "Operational Procedures to Engage in Transaction and Disposal of Derivatives".

20. Issues for election: By-election for directors

21. Other motions: A motion to lift newly elected directors from prohibition of

business conflicts of interest.

6. Extemporaneous motions

II. The major items of the proposal for distribution of 2018 earnings adopted at Board of Directors meeting are as follows:

1. Cash Dividend of NT$1.60 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 52,606,659 shares and allocate 50 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. Where the Company repurchases treasury stocks, transfers the treasury stocks to employees or abolishes treasury stocks hereafter that would affect the quantity of the Company's total outstanding shares and the ratio of bonus to be allocated to shareholders changes, it would be proposed to the annual general shareholders' meeting to resolve a decision to authorize the Board of Directors with plenipotentiary power to handle that issue.

4. III. With regard to the Spin-off of Taiwan Flour businesses and Taiwan Lease businesses, the Company has duly worked out Demerger Plan, audit committee review results and independent expert opinions.The aforementioned documents have been published on the Market Observation Post System. They can be obtained at the business location of the company (Stock office, 10F, A building, No. 209, Sec. 1, Nangang Rd., Nangang Dist., Taipei City 115, Taiwan) or at the venue of the shareholders’ meeting on the meeting day.

5. IV. The shareholders’ meeting will re-elect 1 director.

6. The nominated candidates of this election are listed as follow: Hua Cheng Investment Co., Ltd. Representative Hu-Shih Ching.

7. If any shareholder is interested in his qualifications, please refer to Market Observation Post System. (website: http://mops.twse.com.tw).

8. V. According to Article 172 of Company Act, the main content should be stated in the Market Observation Post System. (website: http://mops.twse.com.tw).

9. VI. Please find enclosed the 2019 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.

• VII. 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 24, 2019 on the website of the Securities and Futures Institute (http://free.sfi.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.

• VIII. 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 25, 2019 to June 22, 2019.

• IX. The institution for tallying and verifying proxy forms of 2019 general shareholders’ meeting is Transfer Agency Department of CTBC Bank Co., Ltd.

• X. These regulations should be abided and applied.

The Board of Directors of Lien Hwa Industrial Corp.