RECHI - AGM Information 2020 | FinancialReports.eu

RECHI PRECISION CO. ,LTD 2020Annual General Meeting Agenda

I.	Meeting Procedure .................................................................................................. 2
II.	Meeting Agenda ...................................................................................................... 3
III.	Report Items ............................................................................................................ 4
IV.	Proposed Resolutions ............................................................................................ 20
V.	Discussion............................................................................................................... 21
VI.	Election ................................................................................................................... 28
VII.	Other ...................................................................................................................... 29
VIII.Extempore Motion ................................................................................................ 29
IX.	Adjournment ......................................................................................................... 29
XI.	Attachments ......................................................................................... …………..30
XII.	Appendices ............................................................................................................. 67

I. Meeting Procedure

RECHI PRECISION CO. ,LTD

Procedure for the 2020 Annual Meeting of Shareholders

Call the Meeting to Order
Chairperson Remarks

3. Report Items

Proposed Resolutions
Discussion
Election
Other
Extempore Motion

9. Adjournment

II. Meeting Agenda

RECHI PRECISION CO. ,LTD 2020Agenda of Annual Meeting of Shareholders

Time: 09:00 a.m. on Tuesday, June 16, 2020

Place: No. 943, Sec. 2, Chenggong Rd., Guanyin Dist., Taoyuan City 328, Taiwan

Call the Meeting to Order
Chairperson Remarks
Report Items
(1) The 2019 Business Report.
(2) The Audit Committee's Review of 2019 Financial Statements.
(3) Distribution of the 2019 Remuneration of Employees and Directors.
(4) Report of the 2019 on the Endorsements and Guarantees Status.
(5) Report of Amendments to Regulations Governing Procedure for Board of Directors Meetings.
(6) Report of Re-amendments to Ethical Corporate Management Best Practice Principles.
(7) Report of Amendments to Procedures for Ethical Management and Guidelines for Conduct.
(8) Report of Amendments to Corporate Social Responsibility Best Practice Principles.
(9) Report on the Purchase of Treasury Stock.
(10) Report of Amendments to Regulations of Governing Share Repurchase for Transfer to Employees.
Proposed Resolutions
(1) 2019 Business Report and Financial Statements.
(2) The Proposal for Distribution of 2019 Profits.
Discussion
(1) Amendments to Parts of the Rules of Procedure for Shareholders Meetings.
(2) Amendments to Parts of the Articles of Incorporation.
(3) Amendments to Parts of the Procedures for Making of Endorsements and Guarantees.
Election
(1) Director and Independent director Election.
Other
(1) Proposal of Release the Prohibition on Directors from Participation in Competitive Business.
Extempore Motion
Adjournment

III. Report Items

Subject ： The 2019 Business Report. The report is ready for review. Details ： The 2019 Business Report.Please refer to pages 30~34.
Subject ： The Audit Committee's Review of 2019 Financial Statements. The report is ready for review.
- Details ： The Audit Committee's Review report of 2019 Financial Statements. Please refer to page 35.
Subject ： Distribution of the 2019 Remuneration of Employees and Directors. The report is ready for review.
Details ： The company's board of directors decided on March 20, 2019 that the amount of directors 'remuneration for 2019 is NTD 13,087,049; the amount of employees' remuneration for 2019 is NTD45,368,439.All the above amounts are issued in cash.
Subject ： Report of the 2019 on the endorsements and guarantees status. The report is ready for review.
- Details ： The endorsements and guarantees status report as of December 31, 2019.Daily information is as follows:
- (1) The company's endorsements and guarantees dtatus of its subsidiaries(December 31, 2019).

Unit ： NT $ thousand

Endorsement and Guarantee Objects	Endorsement and Guarantee Company Name	Endorsement and Guarantee Amount Limit for a Single Enterprise(Rem arks1)	Maximum Endorsement and Guarantee Balance in this Issue	Ending Period Endorsement and Guarantee Surplus
RECHI PRECISION CO.,LTD	Rechi Holdings Co., Ltd.	NTD8,025,605	NTD3,033,803 (USD98,500)	NTD2,779,641 (USD90,500)
RECHI PRECISION CO.,LTD	GR Holdings (HK) Ltd.	NTD8,025,605	NTD89,850 (USD3,000)	NTD0 (USD0)
RECHI PRECISION CO. ,LTD	Rechi Precision(Qingda o) Electric MachineryCo.,	NTD8,025,605	NTD739,448 (USD24,000)	NTD739,448 (USD24,000)

	Ltd
RECHI PRECISION CO. ,LTD	Rechi Precision(Jiujiang ) Electric Machinery Co., Ltd	NTD8,025,605	NTD2,075,755 (USD60,000) (CNY50,000)	NTD1,872,809 (USD51,000) (CNY70,000)
Total Amount			NTD5,938,856	NTD5,391,898

Remarks1 ： Maximum limit of endorsement and guarantee amount for a single object

＝ NTD8,025,605 thousand(Net worth (Remarks2))×100%

NTD8,025,605thousand. Maximum limit of endorsement and guarantee ＝ amountNTD8,025,605 thousand (Net worth (Remarks2))×150%

NTD12,038,408 thousand.

Remarks2 ： Net worth is the result of CPA review in the third quarter of 2019.

(2) Subsidiary endorsement and guarantee to subsidiary(December 31, 2019).

Unit ： NT$ thousand

Endorsement and Guarantee Objects	Endorsement and Guarantee Company Name	Endorsement and Guarantee Amount Limit for a Single Enterprise(Re marks1)	The Maximum Endorsement and Guarantee Balance in this Issue	Ending Period Endorsement and Guarantee Surplus
Rechi Precision(Qingd ao) Electric Machinery Co., Ltd	Qingdao Rechi Electric Machinery Sales CO., LTD.	NTD3,992,502 (CNY909,746)	NTD1,617,899 (CNY360,000)	NTD1,617,899 (CNY360,000)
Dyna Rechi Co., Ltd.	Dyna Rechi(Jiujiang) CO.,LTD.	NTD616,727	NTD279,645 (USD9,000)	NTD188,070 (USD6,000)
Total Amount			NTD1,897,544	NTD1,805,969

Remarks1 ：

⚫ Rechi Precision(Qingdao) Electric Machinery Co., Ltd ：

Maximum limit of endorsement and guarantee amount for a single

objectCNY909,746 thousand (Net worth (Remarks2))×100% ＝ CNY909,746 thousand.

⚫ Rechi Precision(Qingdao) Electric Machinery Co., Ltd ：
Maximum limit of endorsement and guarantee amountCNY909,746 thousand ＝
(Net worth (Remarks2))×150% CNY1,364,619 thousand.
⚫ Dyna Rechi Co., Ltd. ：

Maximum limit of endorsement and guarantee amount for a single

objectNTD1,233,454 thousand (Net worth (Remarks2))×50% ＝ NTD616,727 thousand.

     - ⚫ Dyna Rechi Co., Ltd. `：`

        - Maximum limit of endorsement and guarantee amountNTD1,233,454 thousand `＝`

        - (Net worth (Remarks2))×50% NTD616,727 thousand.

     - ⚫ The amount of Rechi Precision(Qingdao) Electric Machinery Co., Ltd endorsement for Qingdao Rechi Electric Machinery Sales Co., Ltd is the endorsement guarantee for both Rechi Precision(Qingdao) Electric Machinery Co., Ltd and TCL Rechi(Huizhou)Refrigeration Equipment Co., Ltd.

  - Remarks2 `：` Net worth is the result of CPA review in the third quarter of 2019.

(3) The company and its subsidiary endorsement and guarantee total amount is NTD7,197,867 thousand (December 31, 2019). More than 50% of the company's net worth. The main reason is that when a subsidiary of the company obtains (applies) a credit line from a financial institution, the company must endorsement and guarantee it. Subsidiaries borrowing in the China, the bank requires the the company to guarantee the credit limit, so the endorsement of the company is necessary and reasonable.
Subject ： Report of Amendments to Regulations Governing Procedure for Board of Directors Meetings. The report is ready for review.

Details ： The company’s 「 Regulations Governing Procedure for Board of Directors

Meetings 」 amendment clause comparison table is as follows ：

Amendments	Existingtexts	Details
Article 5 The deliberation unit of the company's board of directors is the company's administration and human resources center . The agenda working group shall prepare agenda items for board of directors meetings and provide comprehensive meeting materials, to be sent together with the notice of the meeting.( With the consent of the person concerned, the meeting notice can be sent electronically) The followingis omitted.	Article 5 The deliberation unit of the company's board of directors is the company's operating headquarters . The agenda working group shall prepare agenda items for board of directors meetings and provide comprehensive meeting materials, to be sent together with the notice of the meeting.( With the consent of the person concerned, the meeting notice can be sent electronically) The following is omitted.	Due to the transfer of business, the deliberative unit in the method was revised.

Amendments	Existingtexts	Details
Article 7 The company shall submit the following items for discussion by the board of directors`：` 1. Corporate business plan. 2. Annual and the second quarter financial report that needs to audited and attested by CPAs. The followingis omitted.	Article 7 The company shall submit the following items for discussion by the board of directors`：` 1. Corporate business plan. 2. Annual and semi-annual financial reports. The following is omitted.	Amended in accordance with Article 14-5 of the Securities and Exchange Act.
Article 10 Where a meeting of the board of directors is called by the chairperson of the board, the meeting shall be chaired by the chairperson. However, where the first meeting of each newly elected board of directors is called by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected, the meeting shall be chaired by that director; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to chair the meeting. Where a meeting of the board of directors is called by a majority of directors on their own initiative in accordance with Article 203, paragraph 4 or Article 203-1, paragraph 3 of the Company Act, the directors shall choose one person by and from among themselves to chair the meeting. The followingis omitted.	Article 10 Where a meeting of the board of directors is called by the chairperson of the board, the meeting shall be chaired by the chairperson. However, where the first meeting of each newly elected board of directors is called by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected, the meeting shall be chaired by that director; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to chair the meeting. The following is omitted.	It is handled in accordance with the letter No. 10803619346 of Jinguanzhengfazi and the " Regulations Governing Procedure for Board of Directors Meetings of Public Companies" amended on 2020/01/15.
Article 16	Article 16	It is handled in

Amendments	Existingtexts	Details
Above omitted Where the spouse or a blood relative within the second degree of kinship of a director, or a company which has a controlling or subordinate relation with a director, is an interested party with respect to an agenda item as described in the preceding paragraph, such director shall be deemed to be an interested party with respect to that agenda item. The provisions of Article 180, paragraph 2 of the Company Act, as applied mutatis mutandis under Article 206, paragraph 4 of that Act, apply to resolutions of board of directors meetings when a director is prohibited by the preceding two paragraphs from exercising voting rights.	Above omitted The provisions of Article 180, paragraph 2 of the Company Act, as applied mutatis mutandis under Article 206, paragraph 3 of that Act, apply to resolutions of board of directors meetings when a director is prohibited by the preceding two paragraphs from exercising voting rights.	accordance with the letter No. 10803619346 of Jinguanzhengfazi and the " Regulations Governing Procedure for Board of Directors Meetings of Public Companies" amended on 2020/01/15.

Subject ： Report of Re-amendments to Ethical Corporate Management Best Practice Principles. The report is ready for review.
Details ： Re-amendments to Ethical Corporate Management Best Practice Principles. Please refer to pages 62~66.
Subject ： Report of Amendments to Procedures for Ethical Management and Guidelines for Conduct. The report is ready for review.
Details ： Amendments to Procedures for Ethical Management and Guidelines for Conduct.The table is as follows ：

Amendments	Existingtexts	Details
Article 5(Responsible unit)	Article 5(Responsible unit) This company shall designate the Corporate Governance Committee as the solely responsible unit (hereinafter, "responsible unit") under the board of directors and in charge of the amendment, implementation, interpretation, and	With respect to the letter of the TWSE No. 1090002299, and the "Ethical Management and Guidelines for Conduct" amended on 109/02/13, Modify according to the example
This company shall designate the
Corporate Governance Committee as
the solely responsible unit
(hereinafter, "responsible unit")
under the board of directors,allocate
sufficient resources and qualified
personnel to handle the revision,
interpretation,and advisoryservices

Amendments	Existingtexts	Details
with respect to these Procedures and	advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports to the board of directors: 1.Assisting in incorporating ethics and moral values into the company 's business strategy and adopting appropriate prevention measures against the company and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. 2.Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the company 's operations and business. The following is omitted.
Guidelines, the recording and filing
of reports, and the monitoring of
implementation. The organizational
rules and personnel assignments of
the Corporate Governance
Committee shall be determined by
the chairman of the board of
directors.The responsible unit shall
be in charge of the following matters
and also submit regular (at least once
a year) reports to the board of
directors:
1.Assisting in incorporating ethics and moral values into the company 's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. 2. Regularly analyze and evaluate the risk of dishonesty in the business scope, and adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business. The following is omitted. Formulate and properly maintain relevant documented information on the integrity management policy and its compliance statement, implementation commitment and implementation status.
Article 11 (Recusal) When a Company director , supervisor, officer or other stakeholder attendingorpresent at a	Article 11 (Recusal) When a Company director , supervisor, officer or other stakeholder attendingorpresent at a	With respect to the letter of the TWSE No. 1090002299, and the "Ethical Management

Amendments	Existingtexts	Details
board meeting, or the juristic person represented thereby, has a stake in a proposal at the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of the company would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner. Where the spouse, a blood relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall be deemed to have a personal interest in the matter. The followingis omitted.	board meeting, or the juristic person represented thereby, has a stake in a proposal at the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of the company would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner. The following is omitted.	and Guidelines for Conduct" amended on 109/02/13, Modify according to the example
Article 13 (Prohibition of unfair competition) The company shall follow the Fair Trade Act and applicable competition laws and regulations when engaging in business activities, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.	Article 13(Prohibition against disclosure of confidential information) The company shall follow the Fair Trade Act and applicable competition laws and regulations when engaging in business activities, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories,or lines of commerce.	With respect to the letter of the TWSE No. 1090002299, and the "Ethical Management and Guidelines for Conduct" amended on 2020/02/13, Modify according to the example

Amendments	Existingtexts	Details
Article 14 Preventing Products or Services From Harming the interests of Stakeholders Above omitted. The responsible unit of the company shall report to the board of directors the matters mentioned in the preceding paragraph, their handling methods and subsequent review and improvement measures.	Article 14 (Prohibition against insider trading) Above omitted.	With respect to the letter of the TWSE No. 1090002299, and the "Ethical Management and Guidelines for Conduct" amended on 2020/02/13, Modify according to the example.
Article 15(Prohibition against insider trading and non-disclosure agreement) All Company personnel shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider trading. The followingis omitted.	Article 15 (Non-disclosure agreement) All Company personnel shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider trading. The following is omitted.	With respect to the letter of the TWSE No. 1090002299, and the "Ethical Management and Guidelines for Conduct" amended on 2020/02/13, Modify according to the example.
Article 16(Shall observe and announce the ethical business policy to the outside world) The following is omitted.	Article 16 (Announcement of policy of ethical management to outside parties) The following is omitted.	With respect to the letter of the TWSE No. 1090002299, and the "Ethical Management and Guidelines for Conduct" amended on 2020/02/13, Modify according to the example.
Article 22 (Internal publicity, establishment of a system for rewards, penalties, and complaints, and related disciplinary measures) The company's responsible unit should hold internal publicity organize and arrange for the	Article 22 (Establishment of a system for rewards, penalties, and complaints, and related disciplinary measures) The company's responsible unit should hold internal publicity and arrange for the chairperson, general	With respect to the letter of the TWSE No. 1090002299, and the "Ethical Management and Guidelines for Conduct" amended on 2020/02/13, Modify accordingto the

Amendments	Existingtexts	Details
chairperson, general manager, or senior management to communicate the importance of ethics to its directors, employees, and mandataries. The followingis omitted.	manager, or senior management to communicate the importance of ethics to its directors, employees, and mandataries. The following is omitted.	example.

Subject ： Report of Amendments to Corporate Social Responsibility Best Practice Principles. The report is ready for review.

Details ： The company’s 「 Amendments to Corporate Social Responsibility Best Practice Principles 」 The table is as follows ：

Amendments	Existingtexts	Details
Article 3 Above omitted. The company shall conduct risk assessments on environmental, social and corporate governance issues related to the company's operations in accordance with the principle of materiality, and formulate relevant risk management policies or strategies.	Article 3 Above omitted.	According to the letter No. 1090002299 of the TWSE,and the “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”amended on 2020/02/13.
Article 5 The company shall take into consideration the correlation between the development of domestic and international corporate social responsibility principles and corporate core business operations, and the effect of the operation of individual companies and of their respective business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for corporate social responsibility programs,which shall be approved	Article 5 Relevant corporate social responsibility policies, systems or related specific promotion plans shall be submitted to the general meeting of shareholders after approval by the board of directors.	According to the letter No. 1090002299 of the TWSE,and the “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”amended on 2020/02/13.

Amendments	Existingtexts	Details
by the board of directors and then reported to the shareholders meeting. When a shareholder proposes a motion involving corporate social responsibility, the company's board of directors is advised to review and consider including it in the shareholders meetingagenda.
Article 7 Above omitted. The board of directors of the company is advised to give full consideration to the interests of stakeholders, including the following matters, in the company's performance of its corporate social responsibility initiatives: 1.Identifying the company's corporate social responsibility mission or vision, and declaring its corporate social responsibility policy, systems or relevant management guidelines; 2.Making corporate social responsibility the guiding principle of the company's operations and development, and ratifying concrete promotional plans for corporate social responsibility initiatives; and 3.Enhancing the timeliness and accuracy of the disclosure of corporate social responsibility information. The board of directors shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of the company, and to report the status of the handlingto	Article 7 Above omitted.	According to the letter No. 1090002299 of the TWSE,and the “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”amended on 2020/02/13.

Amendments	Existingtexts	Details
the board of directors. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.
Article 14 The company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations: 1.Reduce resource and energy consumption of their products and services. 2.Reduce emission of pollutants, toxins and waste, and dispose of waste properly. 3.Improve recyclability and reusability of raw materials or products. 4.Maximize the sustainability of renewable resources. 5.Enhance the durability of products. 6.Improve efficiency of products and services.	Article 14 The company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations: 1.Reduce resource and energy consumption of their products and services 2.Reduce and dispose of waste properly. 3. Proper and sustainable use of water resources. 4. Maximize the sustainability of renewable resources. 5. Use energy-saving and environmental protection products.	According to the letter No. 1090002299 of the TWSE,and the “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”amended on 2020/02/13.
Article 15 The company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:	Article 15 The company formulates the company's energy saving and carbon reduction and greenhouse gas reduction strategies according to the operating conditions, and promotes it accordingly to reduce the impact of the company's operating activities on climate change.	According to the letter No. 1090002299 of the TWSE,and the “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”amended on 2020/02/13.

Amendments	Existingtexts	Details
1. Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company. 2. Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. The company is advised to monitor the impact of climate change on their operations and should establish company strategies for energy conservation and carbon and greenhouse gas reduction based upon their operations and the result of a greenhouse gas inventory. Such strategies should include obtaining carbon credits to promote and minimize the impact of their business operations on climate change.
Article 18 The company formulates and implements reasonable employee welfare measures (including salary, vacation and other benefits, etc.), and will shall appropriately reflect the corporate business performance or achievements in the employee remuneration policy, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.	Article 18 The company shall appropriately reflect the corporate business performance or achievements in the employee remuneration policy, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.	According to the letter No. 1090002299 of the TWSE,and the “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”amended on 2020/02/13.
Article 20 The company shall ensure the quality of their products and services byfollowingthe laws and	Article 20 The company shall follow relevant laws, regulations and international guidelines when marketingor	According to the letter No. 1090002299 of the TWSE,and the “Corporate Social

Amendments	Existingtexts	Details
regulations of the government and relevant standards of their industries. The company shall follow relevant laws, regulations and international guidelines when customer health and safety, customer privacy,marketing or labeling their products and services and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.	labeling their products and services and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.	Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”amended on 2020/02/13.
Article 21 Above omitted. The company has formulated a supplier management policy that requires suppliers to work in environmental protection, occupational safety and health or labor human rights and other issues follow the relevant norms,prior to engaging in commercial dealings, the company is assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy. When the company enter into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supplysource.	Article 21 Above omitted. When the company enter into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy.	According to the letter No. 1090002299 of the TWSE,and the “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”amended on 2020/02/13.

Subject ： Report on the purchase of treasury stock. The report is ready for review. Details ：
(1) The company's eighth treasury stock buyback implementation report is as follows ：

April 30, 2020

	April

Number of buyback periods	Eighth
Purpose of the repurchase	Where the buyback is for transferring shares to its employees
Types of shares to be repurchased	Common Stock
Ceiling on total monetary amount of the repurchase	NTD 2,634,681,000
Planned period for the repurchase	2020.04.14~2020.06.13
Planned period for the number of shares to be repurchased	5,000 thousand shares
Price range of the shares to be repurchased	NTD 11.35~25.50
Type and quantity of shares repurchased	common stock/20 thousand shares `（`Remark`）`
Total repurchase amount	NTD 306,000`（`Remark`）`
Ratio of planned purchase quantity to purchase quantity(%)	0.4%`（`Remark`）`

Remark ： As of the date of publication, this buyback period has not yet expired, and the actual buyback will be explained on the day of the shareholders' general meeting.

Subject ： Report of Amendments to Regulations of Governing Share Repurchase for Transfer to Employees. The report is ready for review.
Details ： Amendments to Eighth Repurchase of Governing Share Repurchase for Transfer to Employees. The table is as follows ：

Amendments	Existingtexts	Details
Name`：`Eighth Repurchase of Governing Share Repurchase for Transfer to Employees.	Name`：`Regulations of Governing Share Repurchase for Transfer to Employees.	Cooperate with the resolution of the board of directors of 2020/4/13 to implement the treasury stocks, and formulate a method for transferring employees to buy back shares at the time.
Article3 The shares repurchased this time may be transferred to employees in one or several times within five years from the date of repurchase of shares in accordance with the provisions of these Measures. The overdue untransferred part shall be regarded as unissued shares of the company, and the shares shall be eliminated according to law.	Article3 The shares repurchased this time may be transferred to employees in one or several times within three years from the date of repurchase of shares in accordance with the provisions of these Measures. The overdue untransferred part shall be regarded as unissued shares of the company, and the shares shall be eliminated according to law.	The company's seventh repurchase of treasury stocks was originally scheduled to expire in 3 years till 2019/12/20. According to the explanation of the competent authority, the company's seventh repurchase is applicable, so the path is adjusted automatically.
Article4 All full-time employees of the company and foreign subsidiaries who have worked for one year before the subscription base date (the definition of a subsidiary is based on Article 369 bis, Article 369 ter, Article 369 sub-paragraph 2 of Article 369 and Article 369 eleven of the Company Act), according to the subscription amount specified in Article 5 of these Measures, shall be eligible for subscription.	Article4 All employees of the company and foreign subsidiaries who have worked for one year before the subscription base date (the definition of a subsidiary is based on the FSC December 26, 2007, Jin Guan Zheng Yi Zi No. 0960073134), according to the subscription amount specified in Article 5 of these Measures, shall be eligible for subscription.	1. Adjust the provisions in accordance with the "Question and Answer Set of Treasury Stocks". 2. Due to frequent changes in the interpretation letter, the definition of subsidiary company in the Company Act is cited.

Amendments	Existingtexts	Details
Article11 These measures were formulated on April 13,2020.	Article11 These measures were stipulated on August 2, 2016, revised for the first time on June 22, 2017, and revised for the second time on August 8, 2019.	Cooperate with the resolution of the board of directors of 2020/4/13 to implement the treasury stocks, and formulate a method for transferring employees to buy back shares at the time.

IV. Proposed Resolutions

Subject ： 2019 Business Report and Financial Statements. (The proposal was submitted by the Board of Directors.)
Details ： The company's 2019 annual business report, individual and consolidated financial reports have been prepared, reviewed and approved by the board of directors, and submitted to the Audit Committee for review and completion. Among them, the individual and consolidated financial reports have been completed by Cai ZhenCai and Zheng QinZong accountants of Deloitte Touche Tohmatsu Limited and issued an accountant verification report. Please refer to pages 36-47 and pages 48-58.

Resolution `：`

Subject ： The Proposal for Distribution of 2019 Profits. (The proposal was submitted by the Board of Directors.)

Details `：`

(1) According to the stipulations of the law and the company's articles of association, a proposal for the distribution of dividends for 2019 will be prepared. (please refer to page 59.)
(2) Distribution method: All shareholders dividends of NTD 0.5 per share will be distributed, all of which will be distributed in cash.
(3) After the case is approved by the shareholders' general meeting, the board of directors will be authorized to fix the ex-dividend benchmark date and other related matters.

Resolution `：`

V. Discussion

Subject ： Amendments to Parts of the Rules of Procedure for Shareholders Meetings.Please proceed to discuss. (The proposal was submitted by the Board of Directors.)

Details `：`

(1) Amendments to Parts of the Rules of Procedure for Shareholders Meetings.The table is as follows ：

Amendments	Existingtexts	Details
Article 3 Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.	Article 3 Attendance at shareholders meetings shall be calculated based on numbers of shares,plus the number of shares whose voting rights are exercised by correspondence or electronically.	Amended according to the article 9 of " XXX Co., Ltd. Rules of Procedure for Shareholders Meetings " implemented on January 02, 2020.
Article 5-2 The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic.	None.	Amended according to the article 3 of " XXX Co., Ltd. Rules of Procedure for Shareholders Meetings " implemented on January 02, 2020.
Article 5-3 Election or dismissal of directors, supervisors, change of articles of association, capital reduction, application for suspension of public offering, directors ’business license, surplus capital increase, surplus capital increase, company dissolution, merger, division or Article 185, paragraph 1.The matters mentioned in the paragraph shall be listed and stated in the convening reasons and their main contents shall not be proposed by a temporarymotion;their main	None.	According to the provisions of the FSC on December 31, 2019, Jinguanzhengfazizi No. 1080339900, the provisions are processed and added.

Amendments	Existingtexts	Details
contents may be placed on the website designated by the securities authority or the company, and their website shall be stated in the notice.
Article 5-4 The reasons for the convening of the shareholders 'meeting have explained the re-election of directors and supervisors, and stated the date of appointment. After the re-election of the shareholders' meeting, the same meeting shall not change its appointment date by temporarymotion or other methods.	None.	According to the provisions of the FSC on December 31, 2019, Jinguanzhengfazizi No. 1080339900, the provisions are processed and added.
Article 5-5 A shareholder holding 1 percent or more of the total number of issued shares may submit to the company a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172- 1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors mayexclude it from the agenda.	None.	According to the provisions of the FSC on December 31, 2019, Jinguanzhengfazizi No. 1080339900, the provisions are processed and added.
Article 5-6 Prior to the book closure date before a regular shareholders meeting is held,the company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals maynot be less than 10 days.	None.	According to the provisions of the FSC on December 31, 2019, Jinguanzhengfazizi No. 1080339900, the provisions are processed and added.
Article 5-7 Shareholder-submitted proposals are limited to 300 words,and no	None.	According to the provisions of the FSC on December 31, 2019,Jinguanzhengfazizi

Amendments	Existingtexts	Details
proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of theproposal.		No. 1080339900, the provisions are processed and added.
Article 5-8 Prior to the date for issuance of notice of a shareholders meeting, the company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.	None.	According to the provisions of the FSC on December 31, 2019, Jinguanzhengfazizi No. 1080339900, the provisions are processed and added.
Article7 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summaryof the deliberations and	Article7 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The distribution of the proceedings in the preceding paragraph shall be made publicly available to shareholders holding less than one thousand shares of registered stock. The meeting minutes shall record: the year, month, day, venue, name of the chairman and resolution method of the meeting, and shall record the essentials and results of the proceedings. The meetingminutes shall be kept	Amended according to the article 15 of " XXX Co., Ltd. Rules of Procedure for Shareholders Meetings " implemented on January 02, 2020.

Amendments	Existingtexts	Details
their results, and shall be retained for the duration of the existence of the company. The company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The followingis omitted.	permanently during the duration of the company. The sign-in book or sign-in card of the attending shareholders and the power of attorney of proxy attendance shall be kept for one year. This company shall make an uninterrupted audio and video recording of the meeting. The following is omitted.
Article 9 If a shareholders meeting is convened by the board of directors. The relevant proposals (including the provisional motions and amendments to the original intention) shall be voted on a case- by-case basis.The meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The following is omitted. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a	Article 9 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The following is omitted.	According to the provisions of the FSC on December 31, 2019, Jinguanzhengfazizi No. 1080339900, the provisions are processed and added.

Amendments	Existingtexts	Details
vote.
Article 17 The voting on the resolutions shall be passed with the consent of more than half of the voting rights of the shareholders present, unless otherwise provided by the Company Law and the Articles of Association.Shareholders have one voting right per share, but the company's own shares have no voting rights. The following is omitted.	Article 17 The voting on the resolutions shall be passed with the consent of more than half of the voting rights of the shareholders present, unless otherwise provided by the Company Law and the Articles of Association. If the chairman consults without dissent during the voting, it shall be deemed as passed and its effect shall be the same as that of the vote. Shareholders have one voting right per share, but the company's own shares have no voting rights. The followingis omitted.	Amended according to the article 13 of " XXX Co., Ltd. Rules of Procedure for Shareholders Meetings " implemented on January 02, 2020.
Article 17-1 When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to originalproposals.	None.	According to the provisions of the FSC on December 31, 2019, Jinguanzhengfazizi No. 1080339900, the provisions are processed and added.

Amendments	Existingtexts	Details
Article 22 This rule will be implemented after approval by the shareholders' meeting and will be the same when it is amended.	Article 22 This rule will be implemented after approval by the shareholders' meeting and will be the same when it is amended. (These measures have been revised on June 22, 2017 at the shareholders'general meeting.)

(2) Proposed for referendum.

Resolution:

Subject ： Amendments to Parts of the Articles of Incorporation. Please proceed to discuss. (The proposal was submitted by the Board of Directors.)
Details ：
(1) Amendments to Parts of the Articles of Incorporation.The table is as follows ：

Amendments	Existingtexts	Details
Article1 According to the provisions of the company Act for company limited,the Chinese name is "`瑞智` `精密股份有限公司`" and the English name is "RECHI PRECISION CO.,LTD. "	Article1 According to the provisions of the company Act for company limited, it is named "`瑞智精密股份有限公` `司`."	In accordance with the provisions of Article 392-1 of the Company Act, the company's foreign name was added.
Article27-2 The company's execution of employees' treasury stocks, employee stock option certificates, employee compensation, employee acquisition of new stocks, restrictions on employee rights and new stocks, etc. may include controlling companies and dependant companies’ employees who meet certain conditions.The scope of the employees listed in the preceding paragraph shall be governed by the regulations of the securities management agency if otherwiseprovided.	None.	According to Articles 167-1, 167-2, 235-1, and 267 of the Company Law, the employee compensation system was revised, and Article 27bis was added to retain flexibility.

Amendments	Existingtexts	Details
Article32 The articles of incorporation were established on December 8, 1989. Above omitted. The 32nd amendment was on June 16, 2020.	Article32 Above omitted. The articles of incorporation were established on December 8, 1989. Above omitted.

(2) Proposed for referendum.

Resolution:

Subject ： Amendments to Parts of the Procedures for Making of Endorsements and Guarantees. Please proceed to discuss. (The proposal was submitted by the Board of Directors.)

Details `：`

(1) Amendments to Parts of the Procedures for Making of Endorsements and Guarantees. The table is as follows ：

Amendments	Existingtexts	Details
8.2.3 The balance of endorsements/guarantees by the company and subsidiaries for a single enterprise reaches NTD10 millions or more and the aggregate amount of all endorsements/guarantees for, carrying value of equity method investment in, and balance of loans to, such enterprise reaches 30 percent or more of public company's net worth as stated in its latest financial statement.	8.2.3 The balance of endorsements/guarantees by the company and subsidiaries for a single enterprise reaches NTD10 millions or more and the aggregate amount of all endorsements/guarantees for, value of long-term investment in, and balance of loans to, such enterprise reaches 30 percent or more of public company's net worth as stated in its latest financial statement.	Amended in accordance with the criteria for the treatment of capital loans and endorsement guarantees of publicly issued companies to clarify the definition of long-term investment.

(2) Proposed for referendum.

Resolution `：`

VI. Election

Subject ： Director and Independent director Election. (The proposal was submitted by the Board of Directors.)
Details ：
(1) The 12th term of the company's directors expires on June 21, 2020, and will be reelected at the 2020 shareholders 'general meeting. In line with the date of the shareholders' general meeting re-election, the original directors will be dismissed from the date of re-election.
(2) Nine directors participated in the election (three of whom are independent directors) at this meeting of shareholders, the new directors took office immediately after the election. The term of office is three years, and the term of office is from June 16, 2020 to June 15, 2023.
(3) The directors of the company adopt the candidate nomination system, and shareholders must select directors according to the list of directors and independent director candidates.
(4) Director （ Independent Director ） candidate list ：

No.	Job Title	Name	Number of Shares
1	Director	Sampo Corporation`：`CHEN, SHENG-TIEN	135,240,160
2	Director	Sampo Corporation`：`CHEN, SIOU-MING
3	Director	Sampo Corporation`：`YANG, JHENG-MING
4	Director	China Steel Corporation`：`HWANG,YIE -SHING	23,002,022
5	Director	Sharp Corporation`：`MITSUO NAKASHIMA	22,771,289
6	Director	Chuanpao Investment Corporation	4,135,762
7	Independent Director	SU,CHING-YANG	0
8	Independent Director	CHEN,SHENG-WANG	0
9	Independent Director	LEE,JEN-FANG	0

Voting Results `：`

VII. Other

Subject ： Proposal of Release the Prohibition on Directors from Participation in Competitive Business. (The proposal was submitted by the Board of Directors.) Details ：
(1) Pursuant to Article 209 of the Company Act “If a director is engaged in activities which are within the business scope of the company, either for his/her own sake or on behalf of others, the director should explain to the shareholders’ meeting the major contents of such activities and obtain approval accordingly.”
(2) The directors elected by the company's 2020 shareholders' general meeting, if there is any competition behavior of directors mentioned in Article 209 of the Company Act, it is intended to agree and lift the competition restrictions of the directors and the representatives.
(3) List of release the prohibition on directors from participation in competitive business. (please refer to pages 60-61.)
(4) Proposed for referendum.