RECHI — AGM Information 2017

Jun 30, 2017

10366

B1, No. 210 Chengteh Road, Sec. 3, Tatung District, Taipei City

Rechi Precision Co., Ltd. Agent for stock affairs Yuanta Securities Co., Ltd. Agent For Stock Affairs Section Telephone: (02)-2586-5859 (Special line to tender services) Website: http://www.yuanta.com.tw

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Domestic postage
Prepaid
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Taipei Postal Office

Permit No. (Taipei)-999

Domestic mail letter Ordinary Expedited Registered Contains meeting notice, open at once

The personal information collected by the Agent For Stock Affairs is to be processed and utilized within the scope of stock affairs and will be duly archived within the time limit as set forth under the laws and ordinances or agreements which concern it/them. Please feel free to contact the Agent For Stock Affairs Section whenever you intend to exercise the shareholders’ equity.

Attn.: Shareholder Securities code: 4532 (290)

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Attendance record Number:

Attendance record Number:	Attendance record Number:
※A shareholder who signs on both the notice for the meeting and the proxy is deemed as intending to attend the meeting in person. A shareholder who hands over the proxy to his or her solicitor(s) or proxy is deemed as intending to participate in the meeting through his or her proxy.		(290)Notice of the Shareholders Meeting The Undersigned shareholder will attend the Company’s 2017 annual general meeting in person scheduled to be held on June 22, 2017 (Thursday). To Rechi Precision Co., Ltd. (Sign or seal) Shareholder’s account No.: Shareholder’s name:
				106-1
Attendance record	Number:
This attendance notice is null and void if it is not affixed with the seal of the Company’s agent for stock affairs.	(290) The regular meeting of shareholders of Rechi Precision Co., Ltd., 2017 Venue: No. 943,Cheng Kung Rd.,Sec.2, Kuan Yin Dist., Taoyuan City 328, Taiwan (R.O.C.) Time: 9 a.m., June 22, 2017 (Thursday) Attendance Card □ Participation in person □ Participation through a proxy.		※No gift will be distributed in the general shareholders’ meeting
	Please bring your identity proofs for verification Shareholder’s account No.: Shareholder’s or proxy’s name: Number of shares held:

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(290) Rechi Precision Co., Ltd. Specimen seal certificate card	(290) Rechi Precision Co., Ltd. Specimen seal certificate card	(290) Rechi Precision Co., Ltd. Specimen seal certificate card	(290) Rechi Precision Co., Ltd. Specimen seal certificate card	Account No.
Name of account holder
ID No.
Registered address						Seal
Contact address
Date of birth						TEL
Updated details	Registered address					TEL
	Contact address					TEL
	Others

As required under Letter (89)-Tai-Tsai-Cheng-(III)-54166, the specimen seal certificate card of a minor shareholder shall be affixed with the registered specimen seal impressions of both his or her parents.

[Important notes for use of a specimen seal certificate card]

1. The personal information collected by the Agent For Stock Affairs is to be processed and utilized within the scope of stock affairs and will be duly archived within the time limit as set forth under the laws and ordinances or agreements which concern it/them. Please feel free to contact the Agent for Stock Affairs Section whenever you intend to exercise the shareholders’ equity.

2. Please present your identity certificate, photocopies for both the front and reverse sides, one set, so as not to untowardly affect your shareholders’ equity.

3. A specimen seal certificate card not accompanied by the identity certificate in photocopies is null and void.

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(290) Rechi Precision Co., Ltd.

Application for Remittance of Dividend, Year 2017

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Shareholders’ Name of account
Account No. holder
A/C# for remittance
previously registered
Bank account (Branch, account name, account no., and security code)
Bank name Bank code The NT$10 remittance charge can be Waived if the shareholder’s bank account is opened
under “Yuanta Bank”
Previously
Post Office (700) Post office code (7 digits) A/C# (7 digits)
left registered
specimen seal
impression
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• I. A shareholder who intends to change and renew his or her account number shall fill up his or her account numbers and affix thereon the

previously archived registered specimen seal impression and mail it back to the Company no later than June 22, 2017.

II. In the event that the aforementioned account number was registered with a shareholder’s reply letter, it does not need to be mailed back. An

account provided by the Taiwan Stock Centralized Depository Corporation is for reference only. For an account for remittance, the account number mailed back by the shareholder shall be preferentially adopted.

III. In case of a shareholder who does not mail back his or her account number, the principal account provided by the Taiwan Stock Centralized Depository Corporation as of the ex-dividend record (base) date (the latest update, including transaction, fundamental particulars…) shall be taken as the ground for remittance.

IV. If a dividend is remitted, the dividend shall be remitted only into the shareholders’ own account numbers. Besides, the NT$10 handling fee shall be deducted on the date of payment.

V. Where the dividend is not paid through remittance, the Company will deduct the handling fee and mail the balance through the addresses archived by the shareholders with a non-endorsable & non-negotiable cross-line check.

VI. For the cash dividend of the current year, the dividend base (reference) date shall be separately fixed.

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Where to put the stamp

Sender

Address: Name: Telephone No.:

To:

B1, No. 210 Chengteh Road, Sec. 3, Tatung District, Taipei City Rechi Precision Co., Ltd. Agent for stock affairs : Yuanta Securities Co., Ltd. Agent For Stock Affairs Section

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(290) Rechi Precision Co., Ltd. Regular Meeting of Shareholders Year 2017

	Proxy Attendance Form	Proxy Attendance Form	Proxy (shareholder)	Proxy (shareholder)	Proxy (shareholder)	Proxy (shareholder)	Serial #
I. I hereby appoint (the name must be written personally by the Principal, and cannot use stamps) as proxy to attend the company’s annual general meeting held on June 22, 2017. The proxy shall exercise my rights as a shareholder to the following motions in the specified manner. □ (1) Exercise shareholder’s equity matters on my behalf according to the agenda of the shareholders meeting (Discretionary). □ (2) Exercise the rights and proxy opinions on my behalf on the following motions. The following motions without any box (□) ticked will be deemed as an admission or consent indicated. 1. The company’s 2016 business reports and financial statements □1. Acknowledge □2. Object □3. Waive 2. The company’s 2016 earnings appropriation □1. Acknowledge □2. Object □3. Waive 3. Modify the partial “Articles of Incorporation” □1. Agree □2. Object □3. Waive 4. Modify the partial “Rules of Procedure for Shareholders Meeting” □1. Agree □2. Object □3. Waive 5. Modify the partial “Method of election of directors” □1. Agree □2. Object □3. Waive 6. Modify the partial “Operating procedures for endorsements and guarantees” □1. Agree □2. Object □3. Waive 7. Modify the partial “Operating procedures for lending funds to other parties” □1. Agree □2. Object □3. Waive 8. Modify the partial “The Operational procedures for acquisition and disposal of assets” □1. Agree □2. Object □3. Waive 9. Modify the partial “The Operational procedures for engaging in the trading of financial derivatives” □1. Agree □2. Object □3. Waive 10. Abolish the “Rules Governing the Scope of Powers of Supervisors” and “Rules of the meeting of supervisors” □1. Agree □2. Object □3. Waive 11. Elect the twelfth directors 12. Rescind the law of non-competition for the newly elected directors and their representatives. □1. Agree □2. Object □3. Waive II. If the shareholders have not ticked any of the boxes (□) referred to above to indicate the scope of proxy or have more than one box(□) ticked, it shall be deemed as a discretionary		1. Prohibit the purchase of the proxy with cash paid or other benefits delivered. 2. For any illegal acquisition or use of the proxy identified, please report it to Taiwan Depository & Clearing Corp. with the specific supporting documents enclosed and a reward of NT$50,000 will be awarded once the offense is verified. Reporting hotline: (02) 25473733	Shareholder’s account No.		Shares held		Sign/seal
			Name & title
			Solicitor				Sign/seal
			Account number
			Name & title
			Agent				Sign/seal
			Account number
			Name
			ID/unified business number
			Address

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proxy. The Agent for Stock Affairs Section commissioned may not be a discretionary proxy. The agents should exercise the rights of the shareholders in accordance with the scope of proxy referred to above (2). III. The shareholder’s proxy may respond to any special motions raised during the meeting at the proxy’s sole discretion. IV. Please mail your attendance pass to the proxy (or include the proxy in your attendance record). This Proxy Attendance Form stays valid even if the meeting is postponed (but limited to this session only).

Best regards To: Rechi Precision Co., Ltd. Date of authorization:

Signatures at places and people:

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Rechi Precision Co., Ltd.

Notes to the Proxy Attendance Form Shareholders who decide to attend the meeting in person cannot delegate part of their shares to others as their proxies. If both the Notice to the Shareholders Meeting and the Proxy Attendance Form are signed/stamped, that shareholder is considered to attend the meeting in person. If the Proxy Attendance Form is handed over to an acquirer or an agent, the shareholder is considered to have delegated a proxy to attend the meeting on their behalf.

• Notice of regular meeting of shareholders 2017 I.

• I. The company has scheduled to convene its regular meeting of shareholders 2017 at 943 Cheng Kung Rd. Sec. 2, Kuan Yin Dist., Taoyuan City, 328 Taiwan, R.O.C at 9:00 AM on Thursday, Jun 22, 2017

• The following is a summary of the meeting agenda:

(I) Call the Meeting to Order ; (II) Chairperson Remarks; (III) Management Presentations: 1. 2016 Business Report; 2. Supervisor’s Review Report on the 2016 Financial Statements; 3. 2016 staff and directors’ remuneration distribution; 4. The Status of Endorsement and Guarantee; 5. Treasury stock buyback status; 6. Second issue of II. Domestic Unsecured Corporate Bonds; 7. Amendment to Rules for Ethical Management; 8. Amendment to the Rules of Procedure for Board Meetings; (IV) The recognition of subjects: 1. 2016 Business Report and Financial Statements; 2. 2016 Earning Distribution ; (V) Discussion: 1. Amendment to the Company's Corporate Charter; 2. III. Amendment to the Rules of Procedure for Shareholder Meetings; 3. Amendment of “Rules for Director Elections”; 4. Amendment to the Operational Procedures for Endorsements and Guarantees; Amendment to the Operational Procedures for Loaning of Company Funds; 6. IV. Amendment to the Operational procedures for Acquisition and Disposal of Assets; 7. G) Amendment to the Operating Procedures for Trading Derivatives.; 8. Abolition of “Rules Governing the Scope of Powers of Supervisors” and “Rules of Procedure for Supervisors Meeting” (VI) Elections: 1. Reelection of board of directors; (VII) Discussion 2: 1. Proposal of Release the Prohibition on Directors and their representatives from Participation in Competitive Business; (VIII) Extempore Motions; (IX) Adjournment

The principal or delegated proxy shall comply with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and Article 177 of The Company Act.

1. Amendment to the Company's Corporate Charter; 2. III. The shareholder must use the Proxy Amendment to the Rules of Procedure for Shareholder Attendance Form provided by the Meetings; 3. Amendment of “Rules for Director Company. Each shareholder is entitled to Elections”; 4. Amendment to the Operational Procedures one Proxy Attendance Form and may for Endorsements and Guarantees; Amendment to the delegate one proxy only. Operational Procedures for Loaning of Company Funds; 6. IV. Before surrendering the Proxy Attendance Amendment to the Operational procedures for Acquisition Form to the acquirer, the shareholder and Disposal of Assets; 7. G) Amendment to the should ask the acquirer to produce written Operating Procedures for Trading Derivatives.; 8. documents or advertisements relating to Abolition of “Rules Governing the Scope of Powers of the acquisition, or read through the Supervisors” and “Rules of Procedure for Supervisors acquirers’ information which the Meeting” (VI) Elections: 1. Reelection of board of Company has consolidated; therefore directors; (VII) Discussion 2: 1. Proposal of Release the establishing a thorough understanding Prohibition on Directors and their representatives from towards the acquirer, the candidates, and Participation in Competitive Business; (VIII) Extempore the acquirer’s opinions with regard to the Motions; (IX) Adjournment various motions raised during the meeting. II. For allocation of earnings, 2016, the Company’s board of V. If a proxy is not a shareholder, please directors has proposed to distribute cash dividend at provide the identity certificate number or NT$2.3 per share, NT$1,111,581,423 in total. After the unified business number instead in the

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proposal is passed during the current meeting, the board of VI. If the acquirer is a trust or a share directors shall be authorized to set the dividend base date. administration agency, please provide the As a result of the issuance of convertible bonds are unified business number in the converted into common stocks or treasury shares which are “Shareholders’ account No.” box. repurchased. To the shareholders who’s outstanding stocks VII. In the event that a shareholder which are distributed on the cash dividend base date are decides to vote by attending the adjusted, authorizing the Company’s board of directors shareholders meeting in person, according to the amount of cash dividend of the allocation in writing, or in an electronic of earnings resolution to adjust the amount of per cash form after delivering the Proxy dividend by the actual number of outstanding shares on the Attendance Form, then he or she distribution of cash dividend base date. shall issue a written notice to the The number of persons designated on the regular meeting Company to withdraw the proxy of shareholders should elect to nine seats. (Including three assignment at least two (2) days independent directors) before the meeting. If the The list of candidates for independent directors: withdrawal is not made within 1. SU, CHING-YANG the given timeframe, the proxy attendee’s voting decisions shall 2. LEE, REN-FANG prevail.

III. The number of persons designated on the regular meeting of shareholders should elect to nine seats. (Including three independent directors)

IV. The list of candidates for independent directors:

1. CHEN, SHENG-WANG

VIII. The format of the Proxy Attendance Form is shown above.

If you want to check the candidate's experience and other

relevant information, please log in the “Market Observation Post System” to inquire. (http://mops.twse.com.tw)

V. In accordance with the Article 168 of the Company Act, the regular meeting of shareholders should rescind the non – competition behavior of the newly elected directors and their representatives.

VI. Please find enclosed herewith the 2017 Regular Shareholders Meeting Notice and Power of Attorney for Proxy. For those who wish to attend the Meeting in person, please sign/seal on the “2017 Regular Shareholders Meeting Notice” and submit it to the Shareholders Meeting. For those who wish to arrange a proxy to participate in the Shareholders Meeting, please sign/seal on the Proxy Attendance Form and write down the proxy attendee's name and address in person , and mail/deliver to the company’s share administration agent, i.e., Share Administration Department of Yuanta Securities Co., Ltd. (B1F., ~~No 210 Sec 3 Chengde Rd~~

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Datong Dist., Taipei City 10366) at least five (5) days
before the date scheduled for the meeting. An
attendance pass (or an attendance list) will then be
issued for the proxy.
VII. The proxies shall be checked and verified by Share
Administration Department of Yuanta Securities
Co., Ltd.
VIII. For any shareholders who openly acquire Proxy
Attendance Forms, the Company will consolidate
the acquires’ information and disclose them on the
Securities & Futures Institution website on May 22,
2017. For an investor to inquire, please enter the
address: http://free.sfi.org.tw, “Proxy Form
Acquisition Related Inquiry System”, click “Enter
the Information of Public Announcement for Proxy
Forms here” and input the terms of inquiry.
IX. The shareholders may have their votes casted in an
electronic form for the current shareholders’
meeting from April 16 – May 15, 2016. Please log in
the “Shareholders e-voting” shareholders’ meeting
voting platform of Taiwan Depository & Clearing
Corporation in accordance with the related
operating
instruction.(https://www.stockvote.com.tw)
Best regards
Attn.: All shareholders
The Board of Directors of Rechi Precision Co., Ltd. [Affixed with
the official seal of Rechi Precision Co., Ltd.]
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