SSM — AGM Information 2018

May 25, 2018

==> picture [163 x 29] intentionally omitted <==

Sunspring Metal Corporation

Annual General Shareholders’ Meeting Minutes 2018

Date: May 8, 2018 (Tuesday)

DISCLAIMER

THIS IS A TRANSLATION OF THE MINUTES FOR THE 2018 ANNUAL GENERAL SHAREHOLDERS’ MEETING (THE “MINUTES”) OF SUNSPRING METAL CORPORATION (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE MINUTES SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

1

SUNSPRING METAL CORPORATION 2018 ANNUAL GENERAL SHAREHOLDERS’ MEETING MINTUES (Translation)

Time: 9:00 am, May 8[th,] 2018 (Tuesday)

Venue: 4F No.610 Sec. 4 Taiwan Boulevard Taichung 40764 Taiwan, R.O.C. (Taichung Windsor Hotel) Attendants ： Total shares represented by shareholders and proxy present 88,931,761 shares (including exercised by way of electronic transmission 15,408,478shares) is 54.34% of total outstanding shares of SSM 163,643,229 shares

Chairman ： Yang, Ching-Chi

Minute Recorder ： Huang, Yai - Huei

I. Chairman announced commencement II. Opening remarks by the chairman (omitted)

III. Report items ：

• A. 2017 business report

• Detail: 2017 business report (please refer to attachment 1)

• B. 2017 audit committee review report

Detail: 2017 audit committee review report (please refer to attachment 2)

• C. Execution of the 2017 employee and directors compensation plan

Units: ‘000 NTD

Item	Persons awarded	Amount of payment perboardresolution	Payment method
Compensation to employees	Employees	44,300	cash
Compensation to directors	Directors	0
Total		44,300

• D. Execution of issuance of the 2014 ,2015 and 2016 new restricted employee shares (please refer to attachment 3)

• E. Other report items ： none

IV. Ratification items

Item 1

(proposed by the Board of Directors)

Proposal: Ratification of the 2017 business report, and consolidated and individual financial statements

Explanation:

• A. The Company’s 2017 consolidated and individual financial statements have been audited by the CPA firm Deloitte Touche Tohmatsu Limited.

• B. Pursuant to Article 228 of the Company Act, the Company compiled with the following reports:

• Business report (please refer to attachment 1)

• Consolidated financial statements (please refer to attachment 4)

• Individual financial statements (please refer to attachment 5)

2

• C. The attached report and financial statements have been reviewed by the audit committee and are hereby submitted for adoption.

Questions raised by the shareholders ：

Refer to the company operating status and the CAPEX, certain shareholders which account number are 9125, 20309, raised the questions. (Responses by the Chairman and the Audit Committee convener) Voting Results ： Shares represented at the time of voting：88,931,761

Voting Results*	Voting Results*	% of the total represented share present
Votes in favor：	88,272,736votes (14,831,453votes)	99.25%
Votes against：	42,316 votes (42,316votes)	0.04%
Votes abstained：	616,709 votes ( 534,709votes)	0.71%
Votes invalid：	0 votes	0.00%

including votes casted electronically (numbers in brackets) RESOLVED, that the above proposal be and hereby was approved as proposed.*

Item 2 (proposed by the Board of Directors)

Proposal: Ratification of the proposal for distribution of 2017 earnings

Explanation:

• A. Proposal for distribution of 2017 earnings listed below

SUNSPRING METAL CORPORATION
Earnings Distribution Table
Year Ended December 31, 2017	Unit: NT$’000
2017 net profit after tax	217,560,235
Minus: legal reserve (10%)	21,756,024
Minus :Special reserve -Balance of exchange debit ofexchange differences on translation of foreign financial statements	106,783,299
2017 earnings for distribution	89,020,912
Plus: undistributed earnings of previous year	1,607,181,983
Minus: defined actuarial gains and losses of the year	3,530,418
Minus : Adjustment arising from investments accounted for using equity method	2,922,284
Earnings for distribution until the end of 2017	1,689,750,193
Distribution items:
Cash dividends to shareholders（NT$0.3/ per share）	48,904,246
Undistributed earnings at the end of the year	1,640,845,947
Note: If due to changes in regulation or in his best judgement, a change is required in the current shares
outstanding and dividend yield, the Company requests the shareholders’ meeting to authorize the
chairman to adjust the distribution as needed.
Chairman: Yang, Ching Chi Manager: Yang, Ching Chi Accountant: Wu, Yung Fu

• B. A 10% tax rate is applied to undistributed earnings under Article 66-9 of the Income Tax Law . In accordance to the Ministry of Finance announcement letter No. 871941343 issued on April 30th, 1998,

3

the distributed earnings should be individually recognized, and priority given to the latest years’ earnings..

• C. The dividend will be paid in cash with calculation rounded down to the nearest one NTD (any amount under one NTD will be discarded). The remaining fraction will be incorporated into other revenue of the Company.

• D. After adoption by the shareholders’ meeting, the chairman is authorized by the board to determine the record date and payable date for distribution of dividends.

Questions raised by the shareholders ：

Refer to the contents of the Earnings Distribution Table, shareholder number 9125 raised the questions. (Responses by the Chairman )

Voting Results ： Shares represented at the time of voting：88,931,761

Voting Results*	Voting Results*	% of the total represented share present
Votes in favor：	88,173,276 votes (14,731,993votes)	99.14%
Votes against：	307,316 votes ( 307,316votes)	0.34%
Votes abstained：	451,169 votes ( 369,169votes)	0.52%
Votes invalid：	0 votes	0.00%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

V. Questions and motions

(Questions raised by the shareholder number 9125, 20309, 3957 and the management’s responses were omitted)

VI. Adjournment ： Meeting Ended at 10:08 a.m.

This minutes of the 2018 Annual General Shareholders' Meeting stated the meeting and the shareholders' statements briefly. The content, the process and the shareholders' statements of the meeting shall be referred to audio and video conference records.

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22