VPEC — AGM Information 2017

Jul 24, 2017

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Visual Photonics Epitaxy Co., Ltd.

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The 2017 Annual General Shareholders' Meeting of Visual Photonics Epitaxy Co., Ltd. will be convened at 9:00a.m., Tuesday, June 8, 2017. Place�No.16, Gongye 1st Rd., Pingzhen Dist., Taoyuan City 324, Taiwan.

1. The agenda for the Meeting is as follows�

2. I. Call the Meeting to Order

3. II. Chairman Address

4. III. Management Presentation

   • (1) 2016 Business Report.

   • (2) 2016 Supervisor’s Review Report.

5. IV. Distribution of Employees’ compensation and remuneration to Directors and Supervisors of 2016 Profits.

   • (1) Establishment of the 2016 Company’s Guidelines for Transferring Share Repurchased Shares to Employees

   • (2) Report on the Progress of Treasury Stocks Repurchase

   • (3) Amendment to the Guidelines for the Adoption of Codes of Ethical Conduct for Directors, Supervisors and Managers.

6. V. Proposals

   • (1) Adoption of the 2016 Business Report and Financial Statements.

   • (2) Adoption of the Proposal for Distribution of 2016 Profits.

7. VI. Discussion and Elections

   • (1) Amendment to the Company's Corporate Charter

   • (2) Amendment to the�Operational procedures for Acquisition and Disposal of Assets� �Policies and Procedures for Financial Derivatives Transactions�and �Operational �

   • Procedures for Endorsements and Guarantees .

   • (3) Elections of Directors �Please see the following candidate list�

   • (4) Releasing the prohibition on new Directors and its representatives from participation in competitive business.

8. VII. Questions and Motions

VIII.Adjournment

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Visual Photonics Epitaxy Co., Ltd.

1. The major items of the proposal for distribution of 2016 profits resolved by the Board of Directors meeting are as follows:

2. Cash Dividends: Each common stock will be entitled to a cash dividend of NT$2.53079561. The Board is authorized to determine the ex-dividend date and the dividend payment date after resolution of the Annual General Meeting.

3. Pursuant to Article 165 of the Company Act of the Republic of China, the shareholder register will be closed from April 10 to June 08, 2017.

4. Shareholders may exercise their voting rights through the STOCKVOTE platform of Taiwan Securities Central Depository Co., Ltd. (https://www.stockvote.com.tw) during the period from May 9, 2017 to June 05, 2017.

5. The verification organization of this AGM is Taishin International Bank Stock Administration Department.

List of Director (including independent director) candidate

Title	Name	Shareholding	Education	Current Position
Director	CHEN, Mao-Chang	2,499,216	Department of Mechanical Engineering, National Hualien Industrial Vocational Senior High School	Chairman, Visual Photonics Epitaxy Co.,Ltd. Chairman, Hokuang Optics Co., Ltd. Chairman, Strong Way United Co.,Ltd.
Director	HUANG, Chao-Hsing	1,507,090	PhD, Department of Electrical Engineering, National Taiwan University	President & Director, Visual Photonics Epitaxy Co., Ltd.
Director	CHEN, Jian-Lian	2,603,112	Human Resource Management, University of Queensland	Director, Visual Photonics Epitaxy co.,Ltd. Director, Hokuang Optics Co., Ltd. Director,TainergyTech Co.,Ltd.
Director	LAI YU, Hsiu-Ming	2,394,000	EMBA, Swiss Business School	Supervisor, Visual Photonics Epitaxy co.,Ltd. Director, Sunsino Ventures Group. Director,Leatec Fine Ceramics Co.,Ltd.
Director	CHANG, Sun- Tell	2,370,119	Department of Electronic Engineering, National Taipei Universityof Technology	Director, Visual Photonics Epitaxy co.,Ltd. Chairman, Shang Jin Investment Corp. Ltd. Chairman,TheOne AMC,Inc.
Director	WENG, Zhen-Dang	2,030,600	Mechanical Engineering, Nankang Vocational High School	Director, Visual Photonics Epitaxy Co., Ltd. Chairman, Lianfa Machinery Ltd.
Director	REN TAI Investment Co., LTD.	60,000	Not Applicable	Not Applicable

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Visual Photonics Epitaxy Co., Ltd.

Title	Name	Shareholding	Education	Current Position
Independent Director	KUO, Woody	0	Master, Business Administration, National Taiwan University	Remuneration Committee of Visual Photonics Epitaxy Co.,Ltd. Independent Director, Tai Shing Electronics Components Corp. Senior Partner,Deloitte & Touche.
Independent Director	CHU, Ying- Shyang	0	LL.M. Fu Jen University	Independent Director, Visual Photonics Epitaxy Co.,Ltd. Independent Director, Remotek Corp. Chief Senior Counselor, CHU and SHU Attorneys at Law Prosecutor, Taipai/ Banqiao/ Taoyuan District court.
Independent Director	LIN, Hao-Hsiung	0	PhD, Electrical Engineering in National Taiwan University	Remuneration Committee of Visual Photonics Epitaxy Co.,Ltd. Professor, Graduate Institute of Electrical Engineering, Professor, Department of Electrical Engineering, Professor, Graduate Institute of Photonics and Optoelectronics
Independent Director	HUANG, Moan-Sheng	5,000	Business Administration, Soochow University	President, Bank of Kaohsiung Director, First Regional Center, Land Bank of Taiwan. Manager, Department of Consumer Banking, Land Bank of Taiwan. Branch Manager,Land Bank of Taiwan

Board of Directors Visual Photonics Epitaxy Co., Ltd

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