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Agenda of 2008 Regular Shareholders' Meeting Of Minutes of 2017 Annual General Meeting of Shareholders of CTCI Corporation (Translation) (This document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.) Time and Date of Meeting: 9:00 a.m., Wednesday, June 28, 2017 Place of Meeting: No. 127, Sec.7, Zhongshan N. Rd., Taipei, International Conference Hall , Mellow Fields Hotel Total outstanding shares of CTCI (excluding the shares without voting right as stipulated in Article 179 of the Company Act): 762,015,714 shares Total shares represented by shareholders present: 654,000,006 shares Percentage of shares held by shareholders present: 85.83 % Attendees: John Lin (Vice Chairman), Andy Sheu (Managing Director of the Board), Jack Huang (Independent Director), Frank Fan (Independent Director), Teng-Yaw Yu(Director), Michael Yang (Director & President), Eric Tsai (Attorney-at-law), Shih-Jung Weng (CPA), Chairman: John Yu, the Chairman of the Board of Directors Recorder: Karen Cheng The number of the directors present constituted a quorum. The Chairman called the meeting to order. Chairman's Address (Omitted) Minutes of 2017 Annual General Meeting of Shareholders - 1 - 1. Report Items (1) Business Report of 2016. (Please refer to Attachment 1) (2) Audit Committee’s Review Report of 2016. (Please refer to Attachment 3) (3) The Directors’ and Employees’ Remuneration of 2016 (Please refer to Attachment 5) (4) As at 31/12/2016, the aggregate amount of guarantees provided by the Company was TWD 28,224.308 million and the highest amount for a single enterprise was TWD 6,822.929 million which are all under its respective ceiling. (Please refer to Attachment 6) (5) Report on the amendments of the Company's "Ethical Corporate Management Principles”. (Please refer to Attachment 7) 2. Ratification Items (1) To ratify 2016 Business Report and Financial Statements (Proposed by the Board of Directors) Explanatory Notes: The Company’s 2016 Financial Statements (including 2016 consolidated financial statements and 2016 parent company only financial statements) were audited and certified by Mr. Shih-Jung Weng and Ms. Shu-Chiung Chang, the CPA of PricewaterhouseCoopers. The above-mentioned documents subsequently examined by Audit Committee pursuant to Article 228 of the Company Act. The Business Report and Financial Statements are hereby submitted for ratification. (Please refer to Attachment 1-4) Voting Results: Shares represented at the time of voting: 654,000,006 % of the total represented Voting Results* share present Votes in favor: 609,300,401 votes 93.16% (378,918,272 votes) Votes against: 27,731 votes 0.00% (27,731 votes) Votes invalid: 0 vote 0.00% Votes abstained: 44,671,874 votes 6.83% (44,545,900 votes) *including votes casted electronically (numbers in brackets) RESOLVED, that the 2016 Business Report and Financial Statements be and hereby were ratified as submitted. Minutes of 2017 Annual General Meeting of Shareholders - 2 - (2) To ratify the Company’s distribution of 2016 earnings (Proposed by the Board of Directors) Explanatory Notes: 1) The proposed earnings distribution is allocated from the retained earnings available for distribution in 2016 totaled TWD 2,299,584,879. Each common share holder will be entitled to receive a cash dividend of TWD 2.60 per share(based on the total outstanding shares as of February 28, 2017). 2) Upon the approval of the Annual General Meeting of shareholders, it is proposed that the Board of Directors be authorized to determine the record date to distribute the cash dividend and other relevant issues. 3) Should the total common shares outstanding change for any reason, the ultimate cash dividend to be distributed to each common share may need to be adjusted accordingly. It is proposed that the Board of Directors will be authorized to adjust the cash to be distributed to each common share. 4) The distribution of cash dividends will be calculated to new Taiwan dollar and round it to the nearest dollar. It is proposed that the CTCI Corporation Employee Welfare Committee will be arranged to adjust the difference. 5) The 2016 estimated Earnings Distribution is referring to attachment 3. Voting Results: Shares represented at the time of voting: 654,000,006 % of the total represented Voting Results* share present Votes in favor: 609,844,401 votes 93.24% (379,462,272 votes) Votes against: 27,731 votes 0.00% (27,731 votes) Votes invalid: 0 vote 0.00% Votes abstained: 44,127,874 votes 6.74% (44,001,900 votes) *including votes casted electronically (numbers in brackets) RESOLVED, that the Company’s distribution of 2016 earnings be and hereby was ratified as submitted. Minutes of 2017 Annual General Meeting of Shareholders - 3 - 3. Discussion Items(Ⅰ) (1) To approve the amendment of the Company’s “Rules Governing Procedure for Making of Endorsements or Guarantees” (Proposed by the Board of Directors) Explanatory Notes: Please refer to attachment 8 for the comparison table between the existing provisions vs. amendments of the “Rules Governing Procedure for Making of Endorsements or Guarantees”. Voting Results: Shares represented at the time of voting: 654,000,006 % of the total represented Voting Results* share present Votes in favor: 609,842,164 votes 93.24% (379,460,035 votes) Votes against: 29,968 votes 0.00% (29,968 votes) Votes invalid: 0 vote 0.00% Votes abstained: 44,127,874 votes 6.74% (44,001,900 votes) *including votes casted electronically (numbers in brackets) RESOLVED, that the above proposal be and hereby was approved as proposed. Minutes of 2017 Annual General Meeting of Shareholders - 4 - (2) To approve the amendment of the Company’s “The Procedure for Acquisition and Disposition of Assets” (Proposed by the Board of Directors) Explanatory Notes: Please refer to attachment 9 for the comparison table of the existing provisions vs. amendments of the “The Procedure for Acquisition and Disposition of Assets”. Voting Results: Shares represented at the time of voting: 654,000,006 % of the total represented Voting Results* share present Votes in favor: 609,841,371 votes 93.24% (379,459,242 votes) Votes against: 28,761 votes 0.00% (28,761 votes) Votes invalid: 0 vote 0.00% Votes abstained: 44,129,874 votes 6.74% (44,003,900 votes) *including votes casted electronically (numbers in brackets) RESOLVED, that the above proposal be and hereby was approved as proposed. Minutes of 2017 Annual General Meeting of Shareholders - 5 - 4. Election Items (1) Election of the Company’s 14th term Directors (Proposed by the Board of Directors) Explanatory Notes: 1) The 13th term of the office of Directors will expire on June 25, 2017. To accommodate the shareholders meeting, it is proposed to extend the office of incumbent directors till new directors are elected and assumed their office. 2) Pursuant to Article 22 of the “Articles of Incorporation”, it is proposed to elect 12 directors (including 3 independent directors) for the 14th term with tenure from June 28, 2017 to June 27, 2020. 3) The election is in accordance with “Rules Governing the Election of Directors” of the Company. 4) The period for accepting the nomination of director and independent director candidates was from March 27 to April 6, 2017. No roster of candidates for director or independent director is submitted by other shareholders who hold 1% or above the total outstanding shares except candidates nominated by the Board of the Company. 5) The roster of director and independent director candidates was reviewed and examined by the Board of the Company on May 12, 2017. Please refer to attachment 10 for the relevant information. Result of the Election: Twelve directors (including three independent directors) were elected by the shareholders present. The list of the newly elected directors with votes received follows: Title Holder No. / ID Name Votes Received John T. Yu Director 45509 (Rep. of CTCI Development 538,658,125 Corporation) Michael Yang Director 45509 (Rep. of CTCI Development 500,400,657 Corporation) Teng-Yaw Yu Director 4 486,097,276 (Rep. of CTCI Foundation) Director A10310**** Quintin Wu 484,345,382 Director A10271**** An-Ping Chang 483,148,465 Director J10029**** Wenent Pan 481,959,389 Director A12646**** Johnny Shih 480,713,841 Director D10070**** Yancey Hai 479,702,620 Director A11090**** Bing Shen 478,539,512 Minutes of 2017 Annual General Meeting of Shareholders - 6 - Independent A10032**** Jack Huang 490,394,496 Director Independent B10048**** Yen-Shiang Shih 470,524,231 Director Independent H10212**** Frank Fan 470,265,601 Director 5. Discussion Items(Ⅱ) (1) To approve the lifting of newly-elected directors of non-competition restrictions (Proposed by the Board of Directors) Explanatory Notes: 1) Pursuant to Article 209 of the Company Act, a director who is involved, for his owned purpose or on behalf of third party, with activities related to the Company’s scope of business, shall explain such issue to the shareholders meeting and obtain consent accordingly. 2) It is proposed to submit to the 2017 Annual General Meeting for approval on the lifting of newly-elected directors of non-competition restrictions. Please refer to attachment 11 for the relevant information. Voting Results: Shares represented at the time of voting: 654,000,006 % of the total represented Voting Results* share present Votes in favor: 591,758,935 votes 90.48% (361,376,806 votes) Votes against: 1,455,497 votes 0.22% (1,455,497 votes) Votes invalid: 0 vote 0.00% Votes abstained: 60,785,574 votes 9.29% (60,659,600 votes) *including votes casted electronically (numbers in brackets) RESOLVED, that the above proposal be and hereby was approved as proposed. 6. Special Motion(s) : None 7. Meeting Adjourned Minutes of 2017 Annual General Meeting of Shareholders - 7 - Attachment 1 CTCI CORPORATION Business Report of 2016 For the period from 1 Jan.
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