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PSC Proxy Solicitation & Information Statement 2018

Jun 27, 2018

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Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

Meeting Notice of

2018 General Shareholders’ Meeting

  1. The 2018 General Shareholders’ Meeting (“the Meeting”) will be held on June 21, 2018, at 9:00am, at B1, No.8 Dongxing Road, Song Shan District, Taipei City. The key items to be addressed in the meeting are as follows:
  2. Report Items
  3. 2017 Business Report
  4. 2017 Audit Committee's Review Report
  5. 2017 Remuneration of Employees and Directors
  6. Items to be Adopted
  7. 2017 Business Report and Financial Statements
  8. 2017 Earnings Distribution Proposal
  9. Election Items:

To elect the 11th Board of Directors.

    1. Extraordinary Motions
  • Shareholder Dividends to be distributed:

Proposed cash dividend is $1,668,513,634, which is equivalent to $1.2 per share.It is proposed to authorize The record date for distribution will be decided by the Board of Directors as authorized. It is proposed to authorize the Board of Directors to adjust the amount per share to be distributed to shareholders based on the number of actual shares outstanding on the record date for distribution.in the event that the total number of outstanding shares changes.

  1. To elect nineteen Directors (including four independent directors).
  2. The Company adopts a nomination system to elect the directors. Related information is as follows:
  3. Candidates of Directors:
  4. Kao, Shiow-Ling
  5. Tene, Wen-Hwi (Representative of Canking Investment Corp.)
  6. Lee, Che-Ming (Representative of Hui Tung Investment Co., Ltd.)
  7. Chang, Ming-Chen (Representative of Leg Horn Investment Co., Ltd.)
  8. Tu, Li-Yang (Representative of Ta Leh Investment Holding Co., Ltd.)
  9. Lee, Shu-Fen (Representative of China F.R.P. Corporation.)
  10. Duh, Bor-Tsang
  11. Lee, Shy-Lou
  12. Juang, Jing-Yau
  13. Lin, Chung-Shen (Representative of Kai Nan Investment Co., Ltd.)
  14. Lin, Kuan-Chen (Representative of Kai Nan Investment Co., Ltd.)
  15. Liu, Tsung-Yin (Representative of Kai Nan Investment Co., Ltd.)
  16. Chen, Kuo-Hui (Representative of Kai Nan Investment Co., Ltd.)
  17. Hsieh Hung, Hui-Tzu (Representative of Kai Nan Investment Co., Ltd.)
  18. Lu, Li-An (Representative of Kai Nan Investment Co., Ltd.)

Candidates of Independent Directors:

  1. Liang, Yann-Ping
  2. Pai, Chun-Nan
  3. Song, Yung-Fong
  4. Horng, Yuan-Chuan

(2)Education and experience of the candidates: please refer to the Market Observation Post System website (http:// mops.twse.com.tw).

  1. In accordance with Article 165 of the Company Law, the transfer of shares will be suspended during the period of April 23, 2018 to June 21, 2018.
  2. In addition to a public announcement, a meeting notice and proxy statement has been mailed to you. If you wish to attend the meeting in person, please fill out the Personal Attendance Notice and the Attendance Signature Card and bring these two forms with you and appear at the Meeting at the time and place mentioned above. If you would like to assign a proxy to represent you at the Meeting, please fill out the Proxy Statement and the Signature Card, and mail them back to President Securities Corp. at least 5 days before the Meeting. Once the signatures on the forms have been verified, the Signature Card will be stamped and returned and the shareholder or the shareholder’s representative will then be authorized to attend the Meeting.
  3. For any shareholder intending to solicit proxy statements, our Company will have the necessary information uploaded to the Securities and Futures Institute website (http://free.sfi.org.tw) on May 21, 2018. On this website, simply click the section entitled “Proxy Statement Information Free Inquiry System” and then proceed to enter your query parameters.
  4. For any shareholder intending to excise the voting power by way of electronic transmission during the excise period from May 22 to June 18, 2018 please login https://www.stockvote.com.tw, the website of Taiwan Depository and Clearing Corporation, for operation manual.
  5. If an election is to be held during the Meeting, the entity to be in charge of inspecting the proxy votes will be Shareholder Services Dept., President Securities Corp.
  6. Please be advised of the aforementioned.

Sincerely,

The Board of Directors

President Securities Corp.