TXC — Proxy Solicitation & Information Statement 2020

Jun 19, 2020

TXC CORPORATION

Notices of a Regular Shareholders’ Meeting in 2020

1. TXC CORPORATION hereby announces to convene a Regular Shareholders’ Meeting at the TXC Corporation (Meeting Room), located in No.4, KungYeh 6[th] Rd., Pingzhen Industrial District, Taoyuan City. The shareholders’ meeting of the company commences at 9:30 a.m., Tuesday, June 9, 2020, and the company starts to deal with registered matters at 9:00 a.m..

2. Meeting Agenda:

3. I. Report Matters

4. (1) To report the business of 2019 (2) Audit Committee’s review report (3) To report 2019

5. employees’ profit sharing bonus and directors’ compensation

6. II. Recognition Matters

7. (1) To accept 2019 business report and financial statements (2) To approve the proposal of distribution of 2019 earnings

8. III. Discussion Matters

9. (1)To remove the restriction of non-compete agreement of directors

10. (2)To reformulate the ”Rules and Procedures of Shareholders Meeting’’ and to repeal the original

11. IV. Special Motion

12. Proposed resolutions for 2019 earnings distribution: Cash dividends: NT$774,392,600—NT$2. 5 cash dividend per share.

13. According to Article 209 of Corporate Law, the company is going to remove the restriction of non-compete agreement of directors: Peng, Chih-Chiang, Tsai, Song-Qi, Su Yan-Syue. For related information please refer to handbook of shareholders’ meeting.

14. Enclosed please find each one copy of the Notice of Attending the Regular Shareholders’ Meeting and a Proxy Letter for your disposal. If you wants to participate in the said meeting personally, please sign or affix your seal on the said Notice of Attending the Regular Shareholders’ Meeting and bring it to the meeting place on the meeitng day to report your attendance; If you want to assign a proxy to attend the said meeting, please fill out the attached Proxy Letter indicating the name and address of the agent appointed by you and provide your personal signature or seal on the Proxy Letter and mail the Proxy Letter within five days prior to the calling of the shareholders’ meeting to the Sales Agent of our Stock Capitals located in the B1, No. 210, Chende Rd., Section 3, Taipei (Zip Code 10366), so that the Company can send out the Meeting Attendance Admission (or Attendance Signature Card) to you.

15. Letter of proxy of the company will be vertified by registrar of Yuanta Securities Co.,Ltd.

16. If there is any shareholder who asks for letter of proxy, the company will disclose related information on website of Securities and Futures Institute by May 8, 2020. Please search for related information in “Free Search System of Proxy Letter Announcement” of the following website: http://free.sfi.org.tw.

17. The main content of the shareholders’ meeting, if there are matters stipulated in Article 172 of the Company Law, except for the convening notice, the main contents of the meeting please refer to MOPS (http://mops.twse.com.tw).

18. Shareholders may exercise their voting rights through STOCKVOTE platform of Taiwan Depository & Clearing Corporation (http://www.stockvote.com.tw) during the period from May 9 to June 6, 2020.

19. If the company is affected by the epidemic of COVID-19, it is necessary to change the meeting place of the shareholders' meeting. At that time, the company will announce the major information of the "public information observatory".

20. During COVID-19 epidemic period, shareholders are encouraged to make use of electronic voting through STOCKVOTE platform (http://www.stockvote.com.tw) to exercise their voting rights. If a change in meeting venue is deemed necessary due to the epidemic of COVID-19, we will make the related public announcements on Market Observation Post System (MOPS).

21. Notice to Shareholders

22. (1)Please attend the shareholders meeting with your attendance card (signature or stamp).

23. (2) Shareholders wishing to entrust Yuanta Securities Co., Ltd. to act as a trustee agent to attend, please sign or stamp with the power of attorney from May 11 to June 3, 2020 (except holidays) from 9 a.m. to 4:30 p.m.,provide to Yuanda Securities Co., Ltd. (1F,B1,or B2 floor, No. 210, Sec. 3, Chengde Road, Taipei)

24. (3) No souvenir will be distributed for this shareholders meeting.

For the attention of all shareholders:

Yours faithfully, Board of Directors TXC Coproration