TGI — AGM Information 2018

Jun 20, 2018

Stock Code: 1802

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Handbook for 2018 Annual Meeting of Stockholders

June 13, 2018

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玻 璃 工 業 貢 獻 社 會
平 板 觸控板 超白板 節能板 光伏板
玻 布 玻 纖 容 器 食廚器 鏡 板 車 板
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(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there is any inconsistency between the Chinese original and this translation, the Chinese version shall prevail.)

TAIWAN GLASS IND. CORP. 2018 Annual Meeting of Stockholders

Table of Content		Page
1. Meeting Procedure
2. Meeting Agenda
Report Items
1. 2017 Business Report		3
2. 2017 Audit Committee’s Review Report and	Independent Auditors’ Report	7
3. 2017 Directors and Employee’s Remuneration Distribution Report		17
4. 2016 Cash Capital Increase Improved Business Plan Implementation Report		18
Acknowledgement Items
1. 2017 Annual Final Accounting Report		20
Approval Item (I)
1. 2017 Earning Distribution		29
Election Item
1. Election of Directors of the 19thBoard of Directors		30
Approval Item (II)
2. Relieve the Non-compete Limitations of the 19thDirectors and the Legal Person as		31
Corporate Director Representatives
Motions		32
3. Appendix
1. Number of Shares for All Directors		33
2. Earnings Distribution Approved by the Board of Directors		34
3. The Impact of Stock dividend Issuance on Business Performance and EPS		35
4. Articles of Incorporation of Taiwan Glass Industry Corporation		36
5. Procedures for Election of Directors of Taiwan Glass Industry Corporation		41

TAIWAN GLASS IND. CORP.

Procedure for 2018 Annual Meeting of Stockholders

1. Call the Meeting to Order

2. Chairman’s Address

3. Report Items

4. Acknowledgement Items

5. Approval Item (I)

6. Election Item

7. Approval Item (II)

8. Motions

9. Adjournment

TAIWAN GLASS IND. CORP.

Agenda for 2018 Annual Meeting of Stockholders

Time: 09:00 a.m. on Wednesday, June 13, 2018

Location: 1F., No.207, Sec. 2, Tiding Blvd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.)

Call the Meeting to Order

Chairman’s Address

Report Items

1. 2017 Business Operation

2. 2017 Audit Committee’s Review Report and Independent Auditors’ Report

3. 2017 Directors and Employee’s Remuneration Distribution Report

4. 2016 Cash Capital Increase Improved Business Plan Implementation Report

Acknowledgement Items

1. 2017 Annual Final Accounting Report

Approval Items (I)

1. 2017 Earnings Distribution

Election Items

1. Election of Directors of the 19[th] Board of Directors

Approval Items (II)

1. Relieve the Non-compete Limitations of the 19[th] Directors and the Legal Person as Corporate Director Representatives

Motions

Adjournment

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Rules of Procedure for Stockholders’ Meeting

June 13, 2018

1. Attendance: Attending stockholders shall present attendance cards with represented shares clearly marked. Stockholders should be issued an official attendance card by the Company, and present original documents to attend the stockholders’ meeting.

2. Call the meeting to order:

   • The chairperson shall call the meeting to order at the time scheduled for the meeting. In the event that the meeting is attended by stockholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour.

3. Agenda : In the event that the stockholder meeting is convened by the Board of Directors, the agenda shall be worked out by the Board of Directors. The stockholder meeting shall be duly convened based on the arranged agenda, which shall not be changed unless duly resolved by the stockholder meeting. In the event that the stockholder meeting is convened by a convener beyond the Board of Directors, the provision set forth under the preceding paragraph may apply, mutatis mutandis. The chairperson shall not announce adjournment of the meeting until the agenda in the two preceding paragraphs is completed (including occasional (extemporaneous) motions) unless duly resolved in the meeting.

4. Speaking: An attending stockholder shall issue and submit a floor note before speaking at the stockholder meeting. The floor note shall expressly describe the subject of his or her opinions, his or her stockholder account number (or the code of the participation certificate), and his or her name so that the chairperson may fix the order of speaking. On the same issue, each stockholder shall not take the floor more than twice and a stockholder shall not speak more than five minutes for each round unless agreed upon by the chairperson. In the event that a juristic (corporate) person is entrusted to participate in a stockholder meeting, that juristic (corporate) person may appoint only one representative to participate in the meeting. In the event that a juristic (corporate) person stockholder appoints two or more representatives to participate in a stockholder meeting, only one representative may speak for the same issue. A stockholder who has submitted a floor note but does not speak is deemed to have not taken the floor. In the event that the actual contents of the stockholder’s statement are found inconsistent with the entries of the floor note, the stockholder’s spoken statement shall prevail.

5. While an attending stockholder is taking the floor, other stockholder(s) shall not interrupt or interfere with the current floor unless agreed upon by the chairperson and the speaking stockholder. The chairperson shall stop an offender. After a stockholder speaks on the floor, the chairperson may answer either by himself or herself or through a designee.

6. Discussion: Any issue not for the motion shall not be discussed or vote. Chairperson may declare for stopping discussion in appropriate time. Chairperson may declare for stopping discussion to vote when necessary. In order to keep the order of the meeting place and smooth procedure, chairperson may stop discussion of the issue which is discussed enough after consulting other stockholders.

7. Vote: Unless otherwise provided for in law and company’s articles of incorporation, decisions at the stockholder meeting shall be resolved by a majority vote of the stockholders attending the meeting. An issue is deemed to have been duly resolved after the chairperson enquires from all participants but no objection is heard. The validity of the decision so resolved is equally valid as a decision duly resolved through the balloting process. One vote right for one share. The recording procedure of issues of stockholder meetings shall be processing publicly in stockholder meetings. In the event that an amendment or a substitute comes out of the same issue, the chairperson shall fix the order of balloting in consolidation with the original issue. When one among them is duly resolved, other issue(s) is (are) deemed to have been vetoed and no voting process is required. The ballot inspector(s) and ballot recorder(s) of issues in stockholder meeting shall be appointed by the chairperson, and the ballot inspector(s) shall be selected from the stockholders.

8. Order of Meeting Place: The rectification (or security) personnel shall wear the “rectification officer” arm-band. The chairperson may instruct the rectification (or security) personnel to help maintain order of the meeting. All present stockholders are obliged to comply with the instruction of chairperson and the rectification (or security) personnel. In the event that a stockholder violates the order of meeting place, chairperson or the rectification (or security) personnel has to take action to stop him or her and ask him or her to leave.

9. Implement: Any matters insufficiently provided for herein shall be subject to the Company Law, Securities Exchange Act, and other laws and regulations concerned. These Rules and any amendments hereof shall be put into enforcement after being resolved at the stockholder meeting.

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Report Item 1. 2017 Business Report

Report of Business June 13, 2018

Production Report:

Type	Territory	Contents	Yearly Output 1,000 MT
Flat Glass	Taiwan	 1 production line of flat glass in Taichung Factory  1 production line of flat glass in Lukang Factory  1 production line of ultra-thin glass in Taichung Factory  Subtotal 3 production lines of flat glass	306 (-9.0%)
	China	 12 production lines of flat glass in Kunshan, Chengdu, Tianjin, Dongguan, Qingdao, Donghai, Xianyang and Anhui Factories  1 production line of Photovoltaic glass in Fujian Factory  Subtotal 13production lines of flatglass	2,805 (+0.7%)
Fiberglass Fabric & Fiberglass Reinforced	Taiwan	 2 production line of fiber glass and 2 production line of fabric glass in Taoyuan Factory and Lukang Factory  Subtotal 4production lines	66 (-1.1%)
	China	 4 production lines of fabric glass in Kunshan Factory  1 production line of fabric glass in Chengdu Factory  Subtotal 5production lines	55 (+10.0%)
Container, Tableware Kitchenware	Taiwan	 7production lines of container, tableware and kitchenware glass in Hsinchu Factory	144 (+1.5%)
Autoglass	Taiwan	 Production line of automotive glass in Taichung Factory	9 (-19.6%)
	China	 Production line of automotive glass in Yancheng Factory	10 (-14.3%)
Total		-	3,395 (-0.2%)

Sales Report:

Sales Report:
Type	Territory	Sales Volume		Sales Amount
		Thousand MT	Compared with 2016	NT$ Million	Compared with 2016
Flat Glass	Taiwan	292	(-9.1%)	4,274	(-9.7%)
	China	3,003	(-2.3%)	26,449	(+4.3%)
	Subtotal	3,295	(-3.0%)	30,723	(+2.1%)
				= US$ 1,001mil	Percentage of group’s turnover 65.3%
Fiberglass Fabric & Fiberglass Reinforced	Taiwan	69	(-2.3%)	5,363	(+14.2%)
	China	74	(-5.1%)	6,501	(+21.1%)
	Subtotal	143	(-3.8%)	11,864	(+17.9%)
				= US$ 391mil	Percentage of group’s turnover 25.2%
Container, Tableware and Kitchenware	Taiwan	142	(+0.6%)	3,385	(-1.3%)
				= US$ 111mil	Percentage of group’s turnover 7.2%
Autoglass	Taiwan	9	(-22.4%)	640	(-22.6%)
	China	10	(-7.4%)	447	(-11.7%)
	Subtotal	19	(-15.3%)	1,087	(-18.5%)

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				= US$ 36mil	Percentage of group’s turnover 2.3%
Total		3,599	(-2.9%)	47,059	(+4.7%)
				= US$ 1,549mil	Domestic 82% Export 18%
Merge Reversal		-	-	(2,189)
Total after offset		-	-	44,870	(+4.1%)
				= US$ 1,477mil

Financial Report:

1. In Mainland China, the reform of flat glass supply was effective in 2017. The strict implementation of environmental laws and the extension of electronic products for automobiles and Internet of Things (IoT) led to rising prices and increasing sales volume of flat glass and fiberglass products. Therefore, TGI increased gross profit margin and made a profit in 2017.

2. Unit: NT$ thousand

			Unit: NT$thousand
Title	2017	2016	Comparison% 2017/2016
OperatingRevenue	44,869,581	43,097,625	4.1%
OperatingIncome	2,640,535	730,184	261.6%
Net Income before Tax	2,390,795	(1,750,424)	236.6 %
Net Income after Tax	2,175,745	(1,903,381)	214.3 %
Income after Tax Attributable to Stockholders of the Parent	2,123,773	(1,641,685)	229.4 %

Status of Budget implement: Unit: NT$ thousand

Title	2017 Budget (*)	2017 Amount	Proportion
Operating Revenue	45,000,000	44,869,581	99.7%
Net Income before Tax	2,101,000	2,390,795	113.8%
Income after Tax Attributable to Stockholders of the Parent	1,843,000	2,123,773	115.2%

*Note: it refers to inner budget with unpublished financial projections

Analysis of Profitability:

nalysis of Profitability:
Title	2017	2016
Return on Total Assets (ROA)	3.30%	(1.34)%
Return on stockholder’s Equity (ROE)	4.49%	(4.03)%
Ratio of OperatingIncome to Paid-in Capital	9.08%	2.51%
Ratio of Income before Tax to Paid-in Capital	8.22%	(6.02)%
Profit margin	4.85%	(4.42)%
EPS(adjusted retroactive)	NTD 0.73	NTD (0.62)

2018 Annual Business Plan Outline:

Strategy of Business Running:

Looking to the future, besides improvement of existing products and production capacity, and development of a private brand, TGI will continue to train technical personnel to achieve greater operational success. TGI is committed to carry out its corporate social responsibility by promoting environmental sustainability, enhancing energy safety, creating a green economy, and to contribute to the society of Taiwan, leading this industry to positive development and initiating a more successful and forward-looking future.

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Brief of Technology and R&D:

In response to the vast opportunities of the touch panel market, TG has built a production line making ultrathin glass. TGI has applied for and received subsidies for “New product development plan Led by Science and Technology R&D Project of Ministry of Economic Affairs” from the Industrial Development Bureau in 2014 and concluded this project in 2016. During the process of this project, TGI reached the goal of 0.55mm ultra-thin glass, furthermore, the 0.33/0.4mm ultra-thin glass products were successfully developed as well. At present TGI has reached production capacity and is supplying to domestic and overseas clients steadily. The goal of 2018 is to develop 0.25/0.28mm ultra-thin glass in respond to the demands of lighter and thinner devices. The ultra-thin glass is also supplied to professional manufacturers of automotive electronic equipment. Through combining sensor technology with auto dimming rearview mirrors, high-grade glass for automatic anti-glare rearview mirror products were developed. Moreover, they improved the manufacturing process and quality inspection ability to achieve clients’ demands for high flatness of glass surface. Now the manufacturing process and quality have obtained the certification of clients, and will be widely applied to global main automotive companies.

For the global trend of energy-saving and environment protection, TGI started to implement the R&D of vacuum glass and has built a new production line for the new product. In 2012, TGI applied for and received subsidies for the “Development Plans of Low Energy Consumption Vacuum Glass and Continuous Process Technology” from the Industrial Development Bureau. In raw glass plate manufacturing, TGI devote to improve quality, and make cost efficiency by reduce the color-change time. For increasing the diversity of products, TGI invested in the development of high-alumina glass in 2012, and have apply for a multinational patent Meanwhile TGI has invested in Solar Photovoltaic cover glass, solar mirror glass, Double Low-E glass, and actively develops more high-performance Triple Low-E coated glass products.

The popularization of smart phones, tablets, cloud computing and Internet of Things (IoT) brings the rapid combination of electronic products and film, television, and wireless transmission. The demand for highspeed and high-frequency network is increased steadily, so TGI invested in a production line of low dielectric constant fiberglass fabric for applications in upstream material of high-speed and high-frequency substrate. In 2015, TGI applied for and received subsidies for the “Development Plan of Low Dielectric Constant Fiberglass Fabric for Material of High-speed and High-frequency Substrate” from the Industrial Development Bureau. To cope with downstream thin FRP products, TGI developed flat CS fiberglass to use in high-fiberglass products for decreasing warps substantially. TGI also makes use of Roving products which are certificated by GL on the application of wind power generation in response to the issues of global environmental protection and energy saving & carbon reduction.

Prospects of Operating:

International trade was increased in 2017 due to the efficiency of global economic growth. 2018’s economic situation is expected to maintain steady growth. However, there are still uncertainties including the butterfly effect of the US-China trade conflict, the rising Fed rate, the trend of NTD exchange rate, and the continuous macro-economic control of Mainland China. All these risks require government and enterprises to respond carefully.

TGI benefited from Taiwan and Mainland China’s profitability and the turnaround of business profitability. TGI’s consolidated net income before tax achieved NTD2.39 billion, a 236.58% increase from 2016. We make a brief report by product lines as follows.

In flat glass, both production and marketing in Taiwan is stable. TGI is training more professional personnel, improving automatic technology equipment, and enhancing the added-value of products by selling high-class building materials such as Low-E Glass and Super Clear Glass, etc.

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In ultra-thin glass, the yield rate of 0.33mm product was improved and is supplied steadily to Mainland China and USA market. Meanwhile, to respond to the thinner and lighter covers of electronic products and glass screen protectors, TGI has actively developed the 0.28mm and 0.25mm products to upgrade product value and competitiveness by segmenting the type of competition.

Mainland China continuously pushes the reform of overproduction. It intends to achieve the goal of building a well-off society by conducting its economic development to high quality and domestic demand, and weeding out outdated industrial capacity and restore the balance of supply and demand by implement strict environment law. All TGI’s subsidiaries in Mainland China respond to the rapid change of policy and law by complying with the environmental standard, investing in environmental equipment, and controlling risks. TGI fully uses its flexible capacity and inventory to reduce risk and loss.

In fiberglass, the technology and quality of fiberglass products are always the core competency of TGI. In particular, the capacity of electronic Fiberglass fabric is occupying a significant position in the global market. For the material of PCB, TGI has successfully developed products with global leading technology. It meets the demand of mobile devices, electronic products for automobile and IoT, and continues to hold the market trend to supply products to high-end clients. This year, TGI signed an agreement for technology cooperation, manufacturing and supply with Owens Corning, the global leading manufacturer of fiberglass. Through this agreement, TGI obtains the most advanced fiberglass formulation and technology in the world. It can help cut production costs and provide clients with higher performance and more environmental products. Furthermore, it will also boost domestic clients’ composite material quality and market competitiveness.

In container glass, the demands of domestic and export sales are steady. The heat-resistant baby feeding bottles made of α -33, with thermal resistance to 150 C of temperature difference, have entered the supply chain of global leading brands with safe and high quality, with high market share. TGI continues to reinforce traditional sales channels for tableware and kitchenware products, as well as selling select products on B2C platforms, to get closer to consumer markets. Regarding the private brand development, to create product and market differentiation, TGI has commissioned Fukasawa Naoto, who is a Japanese artist of industrial design, to plan and design logotype and products of our private brand. It will be sold on the market by the end of this year.

As Mainland China implements its environmental policy, the demand in the flat glass market is increasing, as well as the price of soda ash. Therefore, Shihlien Chemical Industrial Jiangsu Co., Ltd. (SCJ) reached full production and sales in 2017. With regard to Pharmaceutical sodium chloride, sales are expected to start after GMP certification is obtained in the first half of this year.

Important Sales Policy:

1. Innovative Technology

2. Excellent Quality

3. Cost Efficiency

4. Reasonable Price

5. Product Development

6. Comprehensive Services

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Report Item 2.

2017 Audit Committee’s Review Report and Independent Auditors’ Report

2017 annual final accounting report has been reviewed by Audit Committee. The audit committee’s review report and independent auditors’ report are as follows.

Audit Committee’s Review Report

The 2017 financial report, compiled by the board of directors, had been examined by CPA with issuing auditor’s reports. Furthermore, the operation report and profit distribution report had been examined by our Audit Committee without any irregularities. According to Company Law, Article 219, this report is hereby submitted to 2018 Annual Meeting of Stockholders for perusal.

Convener of Audit Committee: Lin, Fong-Cheng March 26, 2018

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Report Items 3. 2017 Directors and Employee’s Remuneration Distribution Report

According to Articles of Incorporation, Article 26, TGI’s net income before tax of 2017 is NT$ 2,173,116,445. The remunerations of directors and employee are as follows: Remuneration of Directors ＝ NT$ 33,604,893 for 14 points. Each point is NT$ 2,400,350. Remuneration of Employee ＝ NT$ 33,604,893 by cash.

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Report Item 4. 2016 Cash Capital Increase Improved Business Plan Implement Report

The report of implement statement of 2016 cash capital increase strengthening operation plan is as follows.

1. 2017 consolidated operation statement of TGI is as follows.

Unit: NT$ thousand

Item	2017 Examined Amount	2017 Expected Amount	Variation of Amount/ %	Comparison of Achievement% Actual/Planned
Operating Revenue	$44,869,581	$47,716,005	$(2,846,424)	94.0
Operation Cost	(37,231,578)	(40,462,761)	3,231,183	92.0
Operation Gross Profit	7,638,003	7,253,244	384,759	105.3
Gross Profit Ratio	17.0%	15.2%	1.8%	111.8
Operation Expenses	(4,998,475)	(5,692,910)	694,435	87.8
Net Amount of Other Revenues and Gains and Expenses and Losses	1,007	-	1,007	-
Operation Income	2,640,535	1,560,334	1,080,201	169.2
Non-operating Income and Expenses	(249,740)	98,130	(347,870)	(254.5)
Net Income before Tax	2,390,795	1,658,464	732,331	144.2
Income Tax Expenses	(215,050)	(142,817)	(72,233)	150.6
Net Income of this Term for Business Unit	$2,175,754	$1,515,647	$660,098	143.6

Note: If there is any variation over 20% and NT$10 million between actual and planned achievement, it should explain the reason of variation.

Explanation:

1) 2017 TGI’s consolidated operation income and consolidated operation gross profit were in line with the budget with an achievement ratio of over 90%. Otherwise, due to the careful control of related expenses, the operation earnings achievement was better than expected.

The variation of departments between actual and expected amount is as follows:

Item Flat Glass Fiberglass Glass Container & Glassware Other Total				Unit: NT$thousand
	2017 Examined Amount	2017 Expected Amount	Variation of Amount	Comparison of Achievement% Actual/Planned
	$29,650,666	$34,194,645	$(4,543,979)	86.7
	11,616,201	9,877,972	1,738,229	117.6
	3,510,845	3,515,388	(4,543)	99.9
	91,869	128,000	(36,131)	71.8
	$44,869,581	$47,716,005	$(2,846,424)	94.0

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The main reason for the reduction of flat glass sales is that the actual sales volume was lower than expected volume, in addition to the higher exchange rate between NTD and RMB. Compared with the expected amount, the glass fiber sales amount was increased since supply was unable to meet demand. It led to the rise in price and the increase in sales volume.

• 2) In respects to income and expense, the non-operating expenses were higher than expected due to investment loss by equity method.

• 3) The income tax expenses were increased by NTD 72,233,000 since the profit of 2017 was higher than the expected amount.

• The variation of departments between two periods:

Unit: NT$ thousand

Item	2017 Examined Amount	%/Sales	%/Sales	2016 Examined Amount	%/Sales	Comparison of Amount % 2017/2016
Flat Glass	$29,650,666	66	.1	$29,657,184	68.8	100.0
Fiberglass	11,616,201	25	.9	9,886,117	22.9	117.5
Glass Container & Glassware	3,510,845	7	.8	3,529,976	8.2	99.5
Other	91,869	0	.2	24,348	0.1	377.3
Total	$44,869,581	100	.0	$43,097,625	100.0	104.1

Compared with the same quarter of 2016, TGI’s consolidated operating revenue of 2017 was slightly increased because supply of glass fiber products was unable to meet demand, causing the rise of market price and increase of sales volume.

To sum up, TGI’s actual operation situation in 2017 had significant improvement. We will keep innovating our products and quality, maintain our advantages to other competitive products, and increase the sales proportion of niche products gradually while curtailing operation costs to increase TGI’s profits and face the challenge of the future.

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Acknowledgement Item （ Motion from TGI Board of Directors ）

2017 Annual Final Accounting Report

Business Report please refers to Report Item 1. The Consolidated and Parent Company Only Income Statements, Balance Sheet, Statement of Changes in Equity and Cash Flow Statement are as follows. Resolution:

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Approval Item 1. （ Motion from TGI Board of Directors ） 2017 Earnings Distribution

Explanation: The Earnings Distribution List is as follows. Resolution:

TGI Board of Directors June 13, 2018

TGI 2017 Earnings Distribution List

Unit: NT$

TGI 2017 Earnings Distribution List	Unit: NT$	Unit: NT$
Item	Amount
	Subtotal	Total
Un-appropriated retained earnings at beginning		3,787,705,627
Add: Consolidated Income and Loss (the actuarial income and loss after determining welfare plan (2017)) Change Amount of Associates & Joint Ventures Accounted for Using Equity Method 2017 Net Income after Tax Allowance Items: Legal Reserve 10%	178,872,309 (43,549,467) 2,123,773,041 (212,377,304)	2,259,095,883 (212,377,304)
Subtotal of Distributable Net Profit		5,834,424,206
Dividends Distribution 2,908,060,800 shares NT$ 0.5/@ share Bonus of Stockholders – Stock NT$ 0/@ share –Cash NT$ 0.5/@ share	0 (1,454,030,400)	(1,454,030,400)
Un-appropriated retained earnings		4,380,393,806

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Election Item I （ Motion from TGI Board of Directors ） Election of Directors of the 19[th] Board of Directors

• 1.1. The 18[th] Board of Directors was elected on June 9, 2015, and the term of 3 years is expired.

• 1.2. There are 15 directors for 19[th] Board of Directors (3 independent directors are included) with a term of 3 years from June 13, 2018 to June 12, 2021.

• 1.3. The Procedures for Election of Directors please refer to Appendix V.

• 1.4. The list of candidates is as follows.

Resolution:

Resolution:
Title	Candidate & Representative Corporation	Education	Current Position	Experience	Stockholding (share)
Director	Lin, P. F.	Shih Hsin University	Chairman of Tai Hong Investment Corp./ Tai Cheng Investment Corp./ TGF/ TCD /TBF /TGCH	GM of TGI	20,603,512
	Lin, P. S.	Shih Hsin University	President of TGI & Chairman of Ho Ho Investment Corp./Tai Yu Investment Corp./ Lim Ken Seng Kah Kih Corp./ Taifong Enterprise Co., Pte./ FPG/ QFG/ DHG/ QRG / SCH /SCJ/ TVIG/ YNSS/ HSB & Vice Chairman of TGCH	ED of TGI	14,897,934
	Lin, P. C.	Pasadena City College	Chairman of Tai Chien Investment Corp./ Tai Chia Investment Corp./ TJG/ TGUS/ HNG/ ZZSS	ED of TGI	6,181,002
	Lin, H. T.	Hong Kong Baptist University	Director of The Ambassador Hotel Co., Ltd. and Chiyeh Chemical Co., Ltd. Supervisor of Feature Integration Technology Inc.	Director & Chairman of Bo Cheng Investment Co.,Ltd.	10,337,628
	Lim Ken Seng Kah Kih Corp. Hsu,L. L.	Stanford University	Director of Xue Xue Int’l Culture Creative Co. Vice Chairman of Xue Xue Foundation	GM of Sunrise Department Store	136,904,500
	Peng, C. H.	Chinese Culture University	CEO of Meifu Group Vice President of WBSC President of Baseball Federation of Asia	Director of Importers and Exporters Association of Taipei	10,000
	Tai Hong Investment Corp. Lin, C. H.	University of Bridgeport	COO of TGI Flat Glass Business and China Prod. & Independent Director of WUS Printed Circuit Co., Ltd. & Chairman of TAGC/ CFG/ TKG/ CDG/ TXY/ TAH/ TTAR/ TWAR/ TAGH/ TYSM/ TYAU/ FYSS/ HZSS	GM of TG China Prod.	420,137,922
	Tai Hong Investment Corp. Su,Y. T.	National Cheng Kung University	COO of TG Fiberglass Business	GM of TG Fiberglass Business
	Tai Hong Investment Corp. Lin,C. Y.	Cornell University	GM of TG Fiberglass Business/ TGF Vice Chairman of TAGH	VGM of TG Fiberglass Business
	Tai Chien Investment Corp. Lin,C. M.	Stanford University	GM of TG Finance Div. Director of TGCH/ TYSM/ TYAU /TAGH /SCH	VGM of TG Finance Div.	249,002,246
	Ho Ho Investment Corp. Chen, C. C.	National Taipei University of Technology	GM of TBF	Plant Director of TG Lukang Factory	402,748,231
	Ho Ho Investment Corp. Tsai,T. M.	Shih Hsin University	VGM of TG Purchasing Div.	AGM of TG Purchasing Div.
Independent Directors	Lin, F. C.	National Chung Hsing University	Chairman of Central Review Committee of KMT Chairman of Chung Cheng Culture and Education Foundation	Taipei County Magistrate / Interior Minister / Minister of Transport	0
	Chen, C. C.	Massachusetts Institute of Technology	President of Wan Hai Lines Ltd.	Chairman of Wan Hai Lines Ltd.	0
	Hwang, T. Y.	Nihon University	Independent director of Cathy Finincial Holding/ Cathy Life Insurance/ Cathy United Bank/ Cathy Century Insurance Director of Foxconn Electronics Inc.	Director of TWSE	0

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Approval Item 2. （ Motion from TGI Board of Directors ） Relieve the Non-compete Limitations of the 19[th] Directors and the Legal Person as Corporate Director Representatives

• 2.1. According to Article 209 of Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of stockholders the essential contents of such an act and secure its approval.

• 2.2. For the consideration of operation or investment business, under the premise without acting against the interest of company, it is proposed to relieve non-compete limitations of the 19[th] directors and the legal person as corporate director representatives.

• 2.3. The list of TGI’s directors who service as directors, supervisors or managers in other companies is as follows.

Resolution:

the interest of company, it is proposed to relieve non-compete limitations of the 19thdirectors and the legal person as corporate director representatives. 2.3. The list of TGI’s directors who service as directors, supervisors or managers in other companies is as follows. Resolution:	the interest of company, it is proposed to relieve non-compete limitations of the 19thdirectors and the legal person as corporate director representatives. 2.3. The list of TGI’s directors who service as directors, supervisors or managers in other companies is as follows. Resolution:	the interest of company, it is proposed to relieve non-compete limitations of the 19thdirectors and the legal person as corporate director representatives. 2.3. The list of TGI’s directors who service as directors, supervisors or managers in other companies is as follows. Resolution:	the interest of company, it is proposed to relieve non-compete limitations of the 19thdirectors and the legal person as corporate director representatives. 2.3. The list of TGI’s directors who service as directors, supervisors or managers in other companies is as follows. Resolution:	the interest of company, it is proposed to relieve non-compete limitations of the 19thdirectors and the legal person as corporate director representatives. 2.3. The list of TGI’s directors who service as directors, supervisors or managers in other companies is as follows. Resolution:	the interest of company, it is proposed to relieve non-compete limitations of the 19thdirectors and the legal person as corporate director representatives. 2.3. The list of TGI’s directors who service as directors, supervisors or managers in other companies is as follows. Resolution:	the interest of company, it is proposed to relieve non-compete limitations of the 19thdirectors and the legal person as corporate director representatives. 2.3. The list of TGI’s directors who service as directors, supervisors or managers in other companies is as follows. Resolution:	the interest of company, it is proposed to relieve non-compete limitations of the 19thdirectors and the legal person as corporate director representatives. 2.3. The list of TGI’s directors who service as directors, supervisors or managers in other companies is as follows. Resolution:	the interest of company, it is proposed to relieve non-compete limitations of the 19thdirectors and the legal person as corporate director representatives. 2.3. The list of TGI’s directors who service as directors, supervisors or managers in other companies is as follows. Resolution:	the interest of company, it is proposed to relieve non-compete limitations of the 19thdirectors and the legal person as corporate director representatives. 2.3. The list of TGI’s directors who service as directors, supervisors or managers in other companies is as follows. Resolution:
Chairman◎Vice Chairman＃Executive Director◇Director○Supervisor□ Chief OperatingOfficer⊕General Manager＊Independent Director
Company Name	Lin, P. F.	Lin, P. S.	Lin, P. C.	Hsu, L. L.	Lin, C. H.	Lin, C. Y.	Su, Y. T.	Lin, C. M.	Chen, C. C.
Taiwan Autoglass Ind. Corp.					◎	○		□
TG TECO V-Glass Corp.	○	◎＊				○		□
Taiwan Glass USA Sales Corp	○	○	◎＊
Taiwan Glass China HoldingLtd.	◎	＃	○		○	○		○
TAG China HoldingLtd.					◎	＃		○
TG ChangjiangGlass Co.,Ltd.	○	○	○		◎	○		□
TG Kunshan Glass Co.,Ltd.	○	○	○		◎	○		□
TG Chengdu Glass Co.,Ltd.	○	○	○		◎	○		□
TG XianyangGlass Co.,Ltd.	○	○	○		◎	○		□
TG Anhui Glass Co.,Ltd.	○	○	○		◎	○		□
TG TaicangArchitectural Glass Co.,Ltd.	○	○	○		◎	○		□
TG Wuhan Architectural Glass Co.,Ltd.	○	○	○		◎	○		□
TG Yueda Solar Mirror Co.,Ltd.					◎	○		○
TG Yueda Autoglass Co.,Ltd.					◎	○		○
Taichia Glass Fiber Co.,Ltd.	◎	○	○		○	○＊	⊕	□
Taichia Chengdu Glass Fiber Co.,Ltd.	◎	○	○		○	○	⊕	□
Taichia Bengbu Glass Fiber Co.,Ltd.	◎	○	○		○	○	⊕	□	＊
TGQingdao Glass Co.,Ltd.	○	◎	○		○	○		□
Qingdao Rolled Glass Co.,Ltd.	○	◎	○		○	○		□
TG Donghai Glass Co.,Ltd.	○	◎	○		○	○		□
TG Fujian Photovoltaic Glass Co.,Ltd.	○	◎	○		○	○		□
TG Huanan Glass Co.,Ltd.	○	○	◎		○	○		□
TG Tianjin Glass Co.,Ltd.	○	○	◎		○	○		□
TG(Qingdao)Photoelectric Glass Co.,Ltd.		◎
Yinan Silica Sand Co.,Ltd.	○	◎	○		○	○		□
TG FengyangSilica Sand Co.,Ltd.	○	○	○		◎	○		□
TG HanzhongSilica Sand Co.,Ltd.	○	○	○		◎	○		□
TG Zhangzhou Silica Sand Co.,Ltd.			◎
Shihlien China HoldingCo.,Ltd.	○	◎		○				○
Shihlien Chemical Industrial Jiangsu Co.,Ltd.	○	◎		□
Huaian Shihyuan Brine Co.,Ltd.	□	◇
XianyangJienengdun Glass Co.,Ltd.					◇＊	□
Wuhan JienengzhixingGlass Co.,Ltd.					◇＊	□
Kunshan EnergyStar Glass Co.,Ltd.					◇＊	○		□
WUS Printed Circuit Co.,Ltd.					

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Motions:

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Appendix I: Number of Shares for All Directors up to the date of Book closure

								June 13, 2018	June 13, 2018
Title	Corporate Representative	Appointment Date	Term	Shares of Appointment Date			Shares of the date of Book closure
				Shares	Rate %		Shares		Rate %
Chairman	Lin, P. F.	Jun. 9, 2015 to Jun. 8, 2018	3 years	16,868,795	0.71%		20,603,512		0.71%
Directors	Lin,P. S.			12,779,177	0.54%		14,897,934		0.51%
	Lin,P. C.			3,901,412	0.16%		6,181,002		0.21%
	Yun San Corp. Chang, P. S.			146,339	0.01%		172,224		0.01%
	Lin, H. T.			8,783,860	0.37%		10,337,628		0.36%
	Lim Ken Seng Kah Kih Corp. Hsu, L. L.			114,302,799	4.81%		136,904,500		4.71%
	Tai Hong Investment Corp. Su, Y. T.			363,601,432	15.29%		420,137,922		14.45%
	Tai Hong Investment Corp. Lin, C. H.
	Tai Hong Investment Corp. Lin, C. Y.
	Tai Chien Investment Corp. Lin, C. M.			215,828,896	9.08%		249,002,246		8.56%
	Ho Ho Investment Corp. Chen, C. C.			317,941,562	13.37%		402,748,231		13.85%
	Ho Ho Investment Corp. Lin, B. T. (Discharged on 2017-10-25)
	Ho Ho Investment Corp. Tsai, T. M. (Appointed on 2017-10-26)
Independent Directors	Lin, F. C.			0		0%	0		0%
	Chen,C. C.			0		0%	0		0%
	Hwang, T. Y.			0		0%	0		0%
Total Shares Number of 15 Directors				1,054,154,272	44.33%		1,260,985,199		43.36%

Note: 1. Total Issued Shares: 2,908,060,800 shares (100.0%) 2. Legal Shares of Directors: 87,241,824 shares (3.0%)

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Appendix II: Earning Distribution Approved by the Board of Directors

Dividend distribution: NT$ 0.5/@ share by cash.

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Appendix III: The Impact of Stock dividend Issuance on Business Performance and EPS

TGI 2017 Financial Forecast is still not necessary to be disclosed up to the date of Stockholder Meeting.

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Appendix IV: Articles of Incorporation of Taiwan Glass Industry Corporation

Amended on June 17, 2016

Chapter I. General Provisions

Article 1 The Company is named Taiwan Glass Industry Corporation and is incorporated under the provisions on joint stock company limited set forth in the Republic of China (ROC) Company Law.

Article 2 The business scope of the Company is as follows:

1. Mining, processing, and sale of glass materials.

2. Manufacturing and sale of flat glass.

3. Manufacturing and sale of rolled glass.

4. Manufacturing and sale of wire glass.

5. Processing and sale of reflective glass.

6. Processing and sale of tempered and laminated glass.

7. Processing and sale of mirror glass.

8. Processing and sale of laminated glass.

9. Processing and sale of insulating glass.

10. Processing and sale of table and edge grinding glass.

11. Manufacturing and sale of glass containers.

12. Manufacturing, processing and sale of tableware glass.

13. Manufacturing, processing and sale of heat strengthened glass.

14. Manufacturing, processing and sale of fiberglass yarn and fabric.

15. Output of machinery and technology of glass manufacturing.

16. Import and export business related to glass raw materials and machinery.

17. Contracting business related to glass installation engineering.

18. ZZ99999 -- besides permitted business, the Company isallowed to operate business that is not prohibited by anylaws.

Article 2-1 The Company may provide endorsement and guarantee and act as a guarantor.

• Article 3 The Company’s overseas investment is not subject to the limitation stipulated in Article 13 of R.O.C Company Law.

• Article 4 The Company is located in Taipei City and sets its factory in Hsinchu City, Taichung City, Taoyuan City and Changhua County, and sets its sand quarry and sand washing factory in Miaoli County, and may form either domestic or foreign branches if necessary.

Article 5 (Delete)

Chapter II. Shares

Article 6 The total capital of the Company amounts to NT$30 billion, which is represented by 3 billion shares of NT$10 par value per share. The shares are to be issued in several times authorized by the Board of Directors.

• Article 7 For the share certificates of the Company to be issued, they must each bear the name of the owner, must be signed by not less than three directors, and must be duly certified in accordance with relevant regulations. The registered shares of the Company under previous way may be without printing certificates, but shall register in centralized securities depository enterprise agency.

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• Article 8 The stockholders shall inform the Company about their true names and addresses, and submit their signature cards to the Company for recordation. All claims for dividends and bonuses, exercising of stockholders rights or contacts in writing with the Company shall be authenticated by the said seals.

• Article 9 All transfer of stocks, pledge of rights, loss, succession, gift, loss of seal, amendment of seal, and similar stock transaction conducted by stockholders of the Company shall follow the “Guidelines for Stock Operations for Public Companies” unless specified otherwise by law and securities regulations.

• Article 10

(Delete)

• Article 11 Stock transfer registrations shall be suspended sixty days preceding each regular stockholders’ meeting, thirty days preceding a temporary stockholders’ meeting, or five days preceding the base day for distribution to stockholders of dividends, bonuses, or other privileges as determined by the Company.

Chapter III. Stockholders’ Meetings

• Article 12 The regular meeting is to be called once every year and summoned by the Board of Directors in the Company within six months of the close of each fiscal year. If necessary, a temporary meeting may be summoned in accordance with the laws.

• Article 13 The chairman of the Board of Directors in the Company shall be the chairperson of a stockholders' meeting. In case that the chairman of the Board asks for leave or fails to perform his duty due to certain reason, the chairperson may designate one of the directors to represent him; in the event he has not designated any representative, the directors shall elect one from among themselves to represent him.

• Article 14 Stockholders shall have one vote for each share they hold. The Company owns shares held by law, but no voting rights. When a stockholder is unable to attend a stockholders’ meeting, he/she may delegate a proxy to attend it on behalf of him by completing a power-of-attorney, specifying the scope of authorization.

• Article 15 The meeting of the stockholders may be held if attended by more than one-half of total stockholders. Unless otherwise provided by law, resolutions of stockholders’ meeting require the presence of stockholders who represent more than one-half of the totals issued shares of the Company and shall be adopted by a majority vote of the stockholders present.

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Chapter IV. Directors

• Article 16 The Company shall have fifteen directors, including three independent directors to be elected by the stockholders’ meeting from among stockholders with disposing capacity.

• However, the total ratio of the name-bearing shares held by all directors shall not be less than five percentage of paid-in capital of the Company.

• Directors shall be elected by adopting candidates’ nomination system, the nomination of directors and related announcement shall comply with the relevant regulations of the law

• The stockholders who held more than one percent of the total number of issued shares could summit the nomination of the candidates and necessary documents comply with relevant regulations in writing during the public announcement of the Company, and the number of the director nomination shall not exceed the number of directors to be elected; likewise, the number of candidates nominated by the Board of Directors shall not exceed the number of directors to be elected.

• Article 17 The term of office for directors shall be three years, and all directors shall be eligible for re-election.

• Article 18 The chairman shall be elected among the directors and on behalf of the Company presided over all the business.

• Article 19 The Board of Directors shall be established at least quarterly and convened by the chairman of the Board of Directors. The convened notice of the Board of Directors shall be in the written notice, fax, or e-mail. When a director is unable to attend the meeting of the Board of Directors, he may appoint another director to attend on his behalf of the meeting of the Board of Directors. The chairman shall have the right to execute documents in accordance with the resolutions of the Board of Directors when the Board is not in session. Except as provided in Article 185 of the Company Law, other matters related to the sale, setting, creation of mortgage, and cancellation of real estates shall be decided by the Board of Directors.

• Article 20 In compliance with laws and regulations, the Company shall establish an Audit Committee, which shall consist of all independent directors.

• Article 21

• Article 22

• (Delete)

• (Delete)

• Article 23 The Board of Directors is authorized to prescribe remuneration to chairman and directors according to the extent of their contribution and participation to the Company.

Chapter V. Managers

Article24 The Company shall have one president and several vice presidents according to the organization and the need of business of the Company. The appointment, dismissal and remuneration of president and vice presidents shall be authorized by the Board of Directors.

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Chapter VI. Final accounts of revenue and earnings distribution

Article 25 At the end of a fiscal year, the Board of Directors shall prepare and deliver the following statements and reports to Audit Committee for auditing purposes and submit to the general stockholders meeting for recognition.

1. The business report.

2. The financial statements.

3. Motions relating to the earnings distribution or appropriation to cover loss.

Article 26 If there is any profit of annual revenue, the Company shall allocate one point five percent (1.5%) of net profit to the employees as remuneration, and less than one point five percent (1.5%) of net profit to the directors as remuneration. If there is any accumulated deficit, the amount of restitution shall be remained first.

Article 26-1 If there is any profit after annual accounting, it shall be allocated with the following order.

1. To restitute deficits.

2. To allocate ten percent (10%) of net profits to a legal reserve. if the legal reserve has reached the amount of Capital, it is no limitation.

3. To allocate special reserve.

4. After allocation of Item 1~3 above mentioned, If there is any net profit remaining, the Board of Directors shall prepare a distribution proposal and submit to the stockholders’ meeting for resolution.

5. For sound financial planning, appropriate dividend strategies shall be made according to the annual actual operating situation, Capital budget of next annual, and the necessary of supporting capital by profits for sustainable operation and development. After deducted Item 1 to 3 above from Income, the dividends and bonuses above mentioned shall not be lower than 50% of the earnings. Only when the dividends and bonuses is lower than 1% of capital, it can be resolved to transfer all of them to retained earnings and not to be distributed. The rate of distributing cash dividends shall not be lower than 20% of total dividends.

6. Article 27 Until the accumulated legal capital reserve has equaled the total share of capital, may stop appropriating by the resolution in the stockholders’ meeting.

Chapter VII. Appendix

• Article 28 The internal organization of the Company and the detailed procedures of business operation were adopted separately.

• Article 28-1 The rules of stockholders’ meeting in the Company comply with regulations of Financial Supervisory Commission, Executive Yuan, R.O.C.

Article 29 In regard to all matters not provided for in these Articles of Incorporation, the Company Law of the Republic of China shall govern.

Article 30 The present Articles of Incorporation was adopted on August 25, 1964. The first Amendment was on August 25, 1966. The second Amendment was on October 29, 1966. The third Amendment was on September 16, 1967. The fourth Amendment was on February 29, 1968. The fifth Amendment was on July 5, 1968. The sixth Amendment was on April 5, 1969. The seventh Amendment was on April 14, 1970. The eighth Amendment was on May 8, 1971. The ninth Amendment was on March 31, 1973. The tenth Amendment was on April 27, 1974. The eleventh Amendment was on February 1, 1975.

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The twelfth Amendment was on April 30, 1975. The thirteenth Amendment was on April 21, 1976. The fourteenth Amendment was on March 31, 1977. The fifth Amendment was on March 18, 1978. The sixteenth Amendment was on March 28, 1979. The seventeenth Amendment was on March 1, 1980. The eighteenth Amendment was on August 15, 1980. The nineteenth Amendment was on March 28, 1981. The twentieth Amendment was on March 27, 1982. The twenty-first Amendment was on March 19, 1983. The twenty-second Amendment was on March 17, 1984. The twenty-third Amendment was on March 28, 1985. The twenty-fourth Amendment was on September 7, 1985. The twenty-fifth Amendment was on March 21, 1986. The twenty-sixth Amendment was on March 14, 1987. The twenty-seventh Amendment was on July 6, 1987. The twenty-eighth Amendment was on March 19, 1988. The twenty-ninth Amendment was on March 18, 1989. The thirtieth Amendment was on March 17, 1990. The thirty-first Amendment was on March 12, 1991. The thirty-second Amendment was on March 25, 1992. The thirty-third Amendment was on March 26, 1993. The thirty-fourth Amendment was on April 1, 1994. The thirty-fifth Amendment was on March 31, 1995. The thirty-sixth Amendment was on March 28, 1996. The thirty-seventh Amendment was on March 28, 1997. The thirty-eighth Amendment was on May 8, 1998. The thirty-ninth Amendment was on April 28, 2000. The fortieth Amendment was on March 30, 2001. The forty-first Amendment was on May 31, 2002. The forty-second Amendment was on May 28, 2003. The forty-third Amendment was on May 13, 2004. The forty-fourth Amendment was on April 29, 2005. The forty-fifth Amendment was on June 9, 2006. The forty-sixth Amendment was on June 8, 2007 The forty-seventh Amendment was on June 11, 2008. The forty-eighth Amendment was on June 10, 2009. The forty-ninth Amendment was on May 26, 2010 The fiftieth Amendment was on May 25, 2011. The fifty-first Amendment was on June 5, 2012. The fifty-second Amendment was on June 10, 2013. The fifty-third Amendment was on June 9, 2014. The fifty-fourth Amendment was on June 9, 2015. The fifty-fifth Amendment was on June 17, 2016.

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Appendix V: Procedures for Election of Directors of Taiwan Glass Industry Corporation

Approved on June 9, 2014

• Article 1 These Procedures are adopted pursuant to Company Law and Articles of Incorporation of Taiwan Glass Industry Corporation. The elections of directors of Taiwan Glass Industry Corporation shall be conducted in accordance with these Procedures.

• Article 2 The elections of directors of Taiwan Glass Industry Corporation shall be held at stockholders meeting.

• Article 3 The number of directors is 15, 3 independent directors are included. Article 4 (Delete) Article 5 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system, and the nominal voting shall be adopted. Stockholder account number printed on the ballots may be used instead of recording the names of voters. Directors shall be elected from the director candidate list by stockholders.

• Article 6 For the elections of directors at this Corporation, each share will have voting rights in number equal to the directors to be elected, and the ballots in number equal to the directors to be elected shall be prepared by the board of directors and be distributed to stockholders. The former ballots may be cast for a single candidate or split among multiple candidates.

• Article 7 In accordance with these Procedures, those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

• Article 8 The ballots are prepared by the board of directors which are numbered according to stockholder account number. The number of voting rights shall be specified on the ballots.

• Article 9 When the election begins, the chair shall appoint a number of persons with stockholder status to perform the respective duties of vote monitoring and counting personnel.

• Article 10 The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

• Article 11 A voter shall enter the candidate's name and the stockholder account number can be noted in the "candidate" column of the ballot and then place the ballot in the ballot box. However, when the candidate is a juristic-person stockholder, the name of the juristic-person stockholder or its representative shall be entered in the column for the candidate's account name in the ballot paper

Article 12 A ballot is invalid under any of the following circumstances:

1. Ballots are not prepared by this Procedure.

2. A blank ballot is placed in the ballot box.

3. The writing is unclear and indecipherable.

4. The candidate whose name is not conformed with those given in the stockholder register.

5. The number of candidates filled in the ballot exceeding the number of the seats to be elected.

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1. Other words or marks are entered in addition to the candidate's name or stockholder account number.

2. The name of the candidate entered in the ballot is identical to that of another stockholder, but no stockholder account number is provided in the ballot to identify such individual.

3. Article 13 After voting, the ballots box of directors shall be opened by the monitoring personnel.

4. Article 14 Vote counting shall be monitored by the monitoring personnel. The result of the voting calculation shall be announced by the chair on the site.

5. Article 15 The board of directors of this Corporation shall issue notifications to the persons elected as directors.

6. Article 16 These Procedures, and any amendments hereto, shall be implemented after approval by a stockholders meeting.

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