VPEC — AGM Information 2017

Jul 24, 2017

Stock Code�2455

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Visual Photonics Epitaxy Co., Ltd.

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TIME ： June 8, 2017 Venue ： No.16, Gongye 1st Rd., Pingzhen Dist., Taoyuan City 324, Taiwan

Table of Contents

I.	Meeting Procedure ------------------------------------------------------------------------------1
II.	Meeting Agenda ---------------------------------------------------------------------------------2
III.	Management Presentation----------------------------------------------------------------------3
IV.	Proposals ----------------------------------------------------------------------------------------4
V.	Discussion and Elections-------------------------------------------------------------------------5
VI.	Questions and Motions -------------------------------------------------------------------------8

Visual Photonics Epitaxy Co., Ltd. Meeting Procedure

• I. Call the Meeting to Order

• II. Chairman Address

• III. Management Presentation

• IV. Proposals

• V. Discussion and Elections

• VI. Questions and Motions

• VII. Adjournment

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Visual Photonics Epitaxy Co., Ltd. Meeting Agenda

Time: 09:00a.m., June 08, 2017

Venue: No.16, Gongye 1st Rd., Pingzhen Dist., Taoyuan City 324, Taiwan

• I. Call the Meeting to Order

II. Chairman Address

III. Management Presentation

1. 2016 Business Report.

2. 2016 Supervisor’s Review Report.

3. Distribution of Employee’s compensation and remuneration to Directors and Supervisors of 2016 Profits.

4. Establishment of the 2016 Company’s Guidelines for Transferring Share Repurchased Shares to Employees.

5. Report on the Progress of Treasury Stocks Repurchase.

6. Amendment to the Guidelines for the Adoption of Codes of Ethical Conduct for Directors, Supervisors and Managers.

IV. Proposals

1. Adoption of the 2016 Business Report and Financial Statements.

2. Adoption of the Proposal for Distribution of 2016 Profits.

V. 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.

4. Releasing the prohibition on new directors and its representatives from participation in competitive business.

VI. Questions and Motions

VII. Adjournment

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Management Presentations

1. The 2016 Business Report is attached as page 8~10, Appendix I.

3. The 2016 Supervisor’s Review Report is attached as page 11, Appendix II.

4. Distribution of Employees’ compensation and remuneration to Directors and Supervisors of 2016 profits.

2016 profit before income tax: NT$627,687,012. Employees’ cash compensation is NT$50,214,961 and Directors’ cash remuneration is NT$18,830,610 which are both distributed in accordance with the Corporate Charter.

1. Establishment of the 2016 Company’s Guidelines for Transferring Repurchased Shares to employees please refers as page 12, Appendix III.

2. Implementation of Treasury Stocks Repurchase.

The company completed a share repurchase program in last year:

Date of Board resolution	April 29,2016
Purpose of share repurchase	Transferringshares to employees
Number of shares repurchase	3,000,000 shares
Repurchaseperiod	May26,2016 ~ June 20,2016
Repurchase Price Range	$35 to $79 The company is allowed to continue the share buyback when the share price drops below the lower limit
Types andQuantities of shares repurchase	Common stock 3,000,000 shares
Total value of shares repurchase	$150,895,935
Number of shares retired and resold	0
Number of total treasurystock holdings	2,250,000 shares Note
Number of shares repurchase as a percentage of total outstandingshares	1.22%
Note 2016 capital reduction ratio is 25%.

1. To approve the amendment to the Guidelines for the Adoption of Codes of Ethical Conduct for Directors, Supervisors and Managers.

Amendment to the Guidelines for the Adoption of Codes of Ethical Conduct for Directors, Supervisors and Managers is proposed to accommodate the establishment of the Audit Committee. Please refer to page 13~15, Appendix IV.

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Proposals

1. � Proposed by the Board �

Proposal: Adoption of the 2015 Business Report and Financial Statements

Explanation:

• (1).The Company’s 2016 Financial Statements including the Balance Sheet, Income Statement, Statement of Changes in Shareholders’ Equity and Statement of Cash Flows were audited by independent auditors, Chou, Hsiao-Tzu and Philine, LEE of Pwc Taiwan.

• (2).The 2016 Business Report, independent auditors’ audit report and the above-mentioned Financial Statements are referred to page 8~10 Appendix I and page 16~23 Appendix V.

• (3).Please accept the aforementioned Business Report and Financial Statements.

Resolution:

2. � Proposed by the Board �

Proposal: Adoption of the Proposal for Distribution of 2016 Profits

Explanation:

• (1).Please refer to the Profit Distribution Table as page 24 Appendix IV.

• (2).Please accept the aforementioned profit distribution.

Resolution:

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Discussion and Elections

1. � Proposed by the Board �

Proposal �Amendment to the Company's Corporate Charter

Explanation:

• (1).In order to conform to the Audit Committees established, the company hereby proposes to amend the Company’s Corporate Charter to meet the requirements of applicable laws and regulations.

• (2).Please refer to page 25~26, Appendix VII.

• (3).Please process to discuss.

Resolution:

2. � Proposed by the Board �

• Proposal �To approve to the 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�.

Explanation:

• (4).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�which is accordance with the regulation by establishment of the Audit Committees and the Document No.1060001296, Feb 9, 2017, issued by FSC.

• (5).Please refer to page 27~35, Appendix VIII ~ XI.

• (6).Please process to discuss.

Resolution:

3 � Proposed by the Board �

Proposal �Elections of Directors

Explanation:

• (1).The term of Directors and Supervisors will be end on June 6, 2017. Accordingly, the company proposes to duly elect new Board members at this year's Annual Meeting of Shareholders.

• (2).The Company has established the Audit Committee in accordance with the

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Securities and Exchange Act and no longer has supervisors.

• (3).According to the Company's Corporate Charter, the company should elect 9 directors (including 3 independent directors). The candidate nomination system has been adopted by the Company for the Director election; the shareholder should elect a Director (including independent directors) from among those listed on the slate of Director candidate. The term of each Director should be 3 years, commencing from June 8, 2017 and ending on June 7, 2020.

• (4).The candidate for Directors has been approved at the meeting on April 28, 2017 of the Board of Directors of the Company. The resume of the Directors (including independent directors) candidate is attached hereto as attachment (Please see the following candidate list.).

• (5).Its election is held accordance with the Regulation for Election of Directors.

• (6).Please process to elect.

Result of Election

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,StrongWayUnited 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 University of 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 MachineryLtd.
Director	REN TAI Investment Co., LTD.	60,000	Not Applicable	Not Applicable
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.

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Title	Name	Shareholding	Education	Current Position
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

4. � Proposed by the Board �

Proposal � Releasing the prohibition on new Directors and its representatives from participation in competitive business

Explanation:

• (1).According to the Article 209 of ROC Company Law, a Director who acts for himself or on behalf of another person that is within the scope of the company's business shall secure approval for such at the Annual Shareholders’ Meeting.

• (2).For the newly elected Directors, it is proposed to request to release the prohibition on Directors from participation in competitive business.

• (3).Please refer to page 37, Appendix XIII, the list of releasing the prohibition on new Directors (including independent director) from participation in competitive business.

• (4).Please process to discuss

Resolution:

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Questions and Motions

Adjournment

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