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Yulon Motor Co., Ltd. 2019 Annual Shareholder's Meeting Agenda

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Yulon Motor Co., Ltd. 2019 Annual Shareholder's Meeting Agenda Table of Contents I. Meeting agenda ............................................................................................................... 1 II. Reporting Items .............................................................................................................. 2 III. Acknowledgements ......................................................................................................... 9 IV. Discussions ..................................................................................................................... 35 V. Elections ......................................................................................................................... 82 VI. Other Motions ................................................................................................................. 85 VII. Extemporary Motions ..................................................................................................... 85 Appendix 1. Shareholding of Directors .................................................................................................. 86 2. Rules of Procedure for Shareholders’ Meeting ................................................................. 87 3. Articles of Incorporation ................................................................................................... 91 4. Rules for Director Elections .............................................................................................. 99 5. The impact of stock dividend on the Company’s business performance, earnings per share, and return on shareholder’s investment ratio ........................................................ 101 Yulon Motor Co., Ltd. 2019 Annual Shareholder’s Meeting Agenda Meeting Time: 9:00am on June 21, 2019 (Friday) Meeting Place: 1F, No. 3, Sec. 3, Chung Hsing Road, Xindian District, New Taipei City (The Dome Theater at Auto Mall) Meeting Agenda: I. Call the Meeting to Order II. Chairman’s Address III. Reporting Items: 1. The 2018 Business Report and Prospect. 2. The 2018 Audit Committee’ Report. 3. The 2018 Distribution of Employees’ and Directors’ Remuneration. 4. The Status of Endorsement and Guarantee. 5. The Status of Corporate Bonds. IV. Acknowledgements: 1. Acknowledge the 2018 Financial Statements. 2. Acknowledge the 2018 Earnings Distribution. V. Discussions: 1. Amendments to the Company’s “Articles of Incorporation.” 2. Amendments to the Company’s “Procedures for Endorsements and Guarantees.” 3. Amendments to the Company’s “Procedures for Loaning of Funds.” 4. Amendments to the Company’s “Procedures for Derivatives Trading.” 5. Amendments to the Company’s “Procedures for Acquisition and Disposal of Assets.” VI. Elections: 1. Election of 16th Directors. VII. Other Motions: 1. Release the Prohibition on 16th Directors from Participation in Competitive Business. VIII. Extemporary Motions IX. Meeting Adjournment - 1 - Reporting Items I. The 2018 Business Report and Prospect Yulon Motor Co., Ltd. Business Report and Prospect Dear Shareholders, welcome to the 2019 annual shareholders’ meeting of Yulon Motor Co., Ltd. A total of 435,000 vehicles were sold last year, a small decline of 2.2% compared to the 445,000 vehicles sold last year. Looking to 2019, Yulon will continuously develop and manufacture new models in line with the global trend of energy saving and carbon reduction and the regulations governing fuel consumption and emissions. With the efforts made by all employees. The summary of operational performance last year is as follows: I. Sales profit: The Company had sold a total of 46,397 branded vehicles. In terms of operating profit, the total operating income last year was NT$31.809 billion, the operating profit was NT$1.673 billion, the net non-operating income was NT$0.489 billion, the net income before tax was NT$2.16 billion, and the EPS was NT$1.39 per share. II. The development of Luxgen brand: LUXGEN had won the first prize of J.D. Power “2018 Taiwan Customer Satisfaction Index (CSI)” and the second prize of J.D. Power “2018 Taiwan Sales Satisfaction Index (SSI)”.U5 SUV was awarded Silver in the 27th Taiwan Excellence Award. Which featuring well-recognized customized style, innovative smart technology and best safety protection. For the prospect of 2019, LUXGEN’s U5 and U6 series will be equipped with the VIP- level “privilege seats”, and the M7 series will feature a new second-row independent double- seats, the “Ottoman seats”. The new generation of production models “URX” is also the only domestic car model applying “5+2 seats”, which is able to satisfy consumers’ ordinary driving, leisure traveling, family trips, welfare caring, business applications and other multi-functional and countless daily life demands, and bring unprecedented unique experience to consumers. III. Expansion of Chinese market: In 2018, 28.08 million automobiles were sold in China. In 2019, the sales are expected to reach 28.10 million. The LUXGEN 510 Program, which the new model "URX" for middle class will be launched in the third quarter of this year. Dongfeng Yulon first all-electric performance small SUV "U5 EV" with a 50kW DC rapid charger was officially put into production at the end of 2018. In the future, U5 EV will be used as a vehicle to provide "new - 2 - travel" services to consumers. IV. Promotion of environmentally friendly new energy vehicles: In response to the renewable energy policy of the government and to solve the urban mobile pollution problem brought by urbanization, Yulong proposed a mobile solution with low-carbon transportation and sharing economy, and took the lead in diversified electric taxis operated by LUXGEN S3 EV+ in Taiwan and strategically cooperate with Dafeng satellite fleet Taxi beginning trial operation in the Taipei and New Taipei City last year, with a total mileage of more than 130,000 kilometers and an 55,000 passengers electric taxi experience. V. Activating the use of assets: The construction of the base of Yulon Town’s commercial area commenced in October 2017, expected official public sale in the third quarter of 2020. VI. Strengthening corporate governance: The Company has been awarded the top 5 percent of the “Corporate Governance Evaluation” of the Taiwan Stock Exchange (TWSE) for five consecutive years and has been included in the FTSE4Good TIP Taiwan ESG Index. Taiwan Corporate Governance Association carried out the outside evaluation on the cooperate governance and awarded the Company with the “Standard” certificate. Among the 13 companies that have been awarded this certificate, the Company is one of two non-financial insurance companies. In the future, Yulon will continue to improve its corporate governance in the areas of integrity management, transparency of operational information, and effective functions of the board of directors and related functional committees. VI. Implementing corporate social responsibility: Yulon Motor ranked13rd in the large-scale company category of Excellence CSR Award of CommonWealth Magazine in 2018. In response to the demand from the aging population and the increasing disabled population in Taiwan, Yulong and social enterprises have joined hands to create the "9453.OurCityLove", through the innovative social benefit model, to bridge the mobile services and barrier-free travel through the CARPLUS Auto Leasing Corporation and friendly drivers from LUXGEN V7 well-being team; and the second Taiwan Carmaker event with the theme of "The Future Car Fantasy for the Future" awarded a million bonuses, encouraging start-up teams to explore the endless potential of future car and smart mobility. VII. Strengthening community care: The “Employer Liability Insurance” premium has been donated to the part-time janitors of the Department of Environmental Protection, Taipei City Government for 20 years consecutively. The “Employer Liability Insurance” premium has been donated to Sanyi Township Cleaning Team, which has benefited 30,000 people so far in order to provide them - 3 - with a job security and livelihood protection. In addition, in the spirit of feedback to the village, the Company will continue to sponsor the “Taiwan International Woodcarving Competition,” provide scholarships to students at all levels of the school in Sanyi regularly, and organize “Yulon Kids Basketball Summer Camp” and “San Yi Yulon Car Design Camp” to provide children in the community with a variety of learning experiences. In 2017, Yulon Volunteer Society beach cleaning activity was held at Waipu Fishing Port in Miaoli County to fulfill the corporate social responsibility for environmental protection. In the future, the Company will continue to work in pursuit of the welfare of employees, shareholders and society on the aforementioned basis. Finally we would like to express our gratitude for the support and care from all shareholders for Yulon Motor over the past. Thank you. Chairman: Yen Chen Li-Lien President: Zhen-Xiang Yao Chief Accountant: Steven, W.Y. Lo - 4 - 2. The 2018 Audit Committee’ Report The Board of Directors has prepared the 2018 Business Report, Financial Statements and proposal for earnings distribution. The CPA Hsin-Wei TAI and CPA Yu-Wei FAN, members of the Deloitte & Touche, were retained to audit Yulon Financial Statements and had issued the unqualified-standard wording audit report. The Business Report, Financial Statements, and earning distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee. According to Article 14.4 of the Securities Exchange Act and Article 219 of the
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