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E.Sun Financial Holding Co., Ltd. AGM Information 2017

Jul 3, 2017

52215_rns_2017-07-03_4a0c555c-c0b1-4b2f-b2a8-5666072a4c87.pdf

AGM Information

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NOTICE OF SHAREHOLDERS MEETING 2017

The Company's 2017 annual shareholders' meeting will be held on June 16, 2017 (Friday) at
9:00 a.m. at the Armed Forces Cultural Center at No. 69 Section 1,Zhonghua Road in
Taipei,which open for shareholders’ registration from 8:30am. During which issues related to items below will be discussed:

2. Agenda:

2.1 Reports:
(a) Report on the state of business of the company in fiscal year 2016 by the president.
(b) Report on the inspection and auditing of the final accounting of the Company for fiscal year 2016 by audit committee.
(c) Report on the state of issuing corporate bonds.
(d) Revise rules of ‘Corporate Social Responsibility principles’ and report on the status of its implementation.
(e) Report on the status of remuneration to employees and directors.
(f) Report on the adjustment of CPAs.
2.2 Matters for Ratification:
(a) Recognize the Company's business report and financial statements for fiscal year 2016.
(b) Proposal of net income distribution for fiscal year 2016.
2.3 Matters for discussion:
(a) Amendment to Article of Incorporation.
(b) The capital increase through the earnings of the Company and remuneration to employees.
(c) Amendment to the ‘Procedures regarding acquisition or disposal of assets’.
2.4 Election: Election of the sixth term board of directors of totally 13 members.
2.5 Other Motions and Extempore Motions.
The Company's proposal for the distribution of profits for fiscal year 2016, as resolved by theBoard:
3.1 Stock Dividend: Total amount of NT$7,012,320,000, equivalent to TWD 0.74083715 per share dividend paid in stock. (74.083715 shares per 1,000 shares)
3.2 Cash Dividend: Total amount of NT$4,645,662,000, equivalent to TWD 0.49080461 per share dividend paid in cash. (NT$ 490.80461 per 1,000 shares).
3.3 If there is changes in numbers of outstanding shares and dividend payout ratio due to
any reason, shareholders meeting will authorize the Chairman to adjust it.
In accordance with Article 165 of the Company Law, transfer of the Company's shares will be suspended from April 18, 2017 through June 16, 2017.
In addition to announcement on the Taiwan Stock Exchange's Market Observation Post System (http://mops.tse.com.tw/), shareholders will be notified of this meeting via letter, which will also include a proxy form. Shareholders desiring to attend the meeting will need to fill out the first portion of the notification letter. If a proxy is to attend on behalf of the shareholder, the second portion of the notification letter should be filled out and served no later than five days before the meeting to the Company's Administration Management Department (stock affairs). Shareholder or the shareholder's proxy shall present identification documents to be allowed into the meeting.
If there is (are) a person (s) soliciting proxy forms, the Company will, in accordance with the relevant laws and regulations, compile related information and upload it to Securities & Futures Institute’s website by May 16 (Tuesday). Shareholders can access this information at http://free.sfi.org.tw. The Company's Administration Management Department (stock affairs) is responsible for the calculating and verifying proxy for this shareholders meeting.
The shareholder’s voting power of this annual shareholders' meeting may be exercised by the way of electronic transmission, and the exercising period will be from May 17, 2017 through June 13, 2017. Please log in the homepage “shareholders vote by electronic way” established by Taiwan Depository & Clearing Corporation at http://www.stockvote.com.tw.
The company’s sixth term board of directors’ election follows nomination system, where the candidates are list below:

Number	Position	Name	Number	Position	Name
1	Independent Director	Cheng-En Ko	8	Director	E.SUN Foundation Representative: GaryK.L. Tseng
2	Independent Director	Ji-Ren Lee	9	Director	Hsin Tung Yang Co.,Ltd. Representative: Jackson Mai
3	Independent Director	Chen-Chen Chang Lin	10	Director	Fu Yuan Investment Co., Ltd. Representative: Ron-Chu Chen
4	Independent Director	Hsin-I Lin	11	Director	Shang Li Car Co., Ltd. Representative: Chien-Li Wu
5	Independent Director	Chun-Yao Huang	12	Director	Shan Meng Investment Co., Ltd. Representative: Magi Chen

6	Director	E.SUN Volunteer& Social Welfare Foundation Representative: Yung-Jen Huang	13	Director	Sunlit Transportation Co., Ltd. Representative: Mao-Chin Chen
7	Director	E.SUN Volunteer& Social Welfare Foundation Representative: Joseph N.C. Huang

Please refer to appendix for the profiles and experiences of the Director and Independent Director candidates.

Your continued support will be greatly appreciated. Best wishes to you and your family.

Best regards,

E.SUN Financial Holding Company

No.	Title	Name	Education	Experience	Shareholdings
1	Independen t Director	Chen –En Ko	PhD of Department of Accounting at University of Minnesota	Current:Honorary professor of Department of Accounting at National Taiwan University Independent Director of E.SUN FHC and E.SUN Bank Experience: Chairman of Taiwan Corporate Governance Association(TCGA)	0
		Director Ko serves as the chair of the Audit Committee. With three major international certifications in the field of accounting, Director Ko specializes in financial accounting and corporate governance, with management capabilities in highly professional governance and financial operations.
2	Independen t Director	Ji-Ren Lee	PhD of Business Administration, University of Illinois	Current: Professor of Management at National Taiwan University Independent director of E.SUN FHC and Bank Experience: CEO of EMBAprogram at National Taiwan University	0
		Director Li specializes in corporate growth strategies and strategic innovation and transformation, and is one of the top experts on strategic management and human resources management in Taiwan.
3	Independen t Director	Chen-Chen Chang Lin	Master of Mathematics and Statistics of University of Michigan	Current: Independent director of E.SUN FHC and Bank Managing Director of E.SUN Bank Experience: Chairman of Financial Information Service Co.,Ltd. Head of systems engineering division of Institute for Information Industry.	0
		Director Chang-Lin is an expert in information and has over the years focused on the development of financial information systems, with rich experience in financial technology and information security management.
4	Independen t Director	Hsin-I Lin	Bachelor of Department of Mechanical Engineering, National Cheng-Kung University	Current:Director of Yulon Motor Co.,Ltd., China Motor Co.,Ltd. Independent director of E.SUN FHC and Bank Experience: Vice Premier of Executive Yuan, Minister of Economic Affairs, Chairman of Industrial Technology Research Institute	0
		Director Lin provides revealing insights on industry risk, performance management and corporate management.
5	Independen t Director	Chun-Yao Huang	PhD of Marketing at London Business School	Current: Professor of Business Administration at National Taiwan University Experience: Dean, College of Business Administration at National Taiwan University	0
		Professor Huang specializes in digital marketing, new product development and e-commerce, he is familiar with using big data analysis in marketing and customers’ behavior. Professor Huang has amassed plenty of real-world case studies in the field and practical experiences includingindustries such as retail,finance,technology,the Internet and consulting.
6	Director	Representative of E.SUN Volunteer & Social welfare Foundation Yung-Jen Huang	Department of Cooperative Economics at National ChungHsingUniversity	Current: Chairman of E.SUN FHC Experience: Chairman of E.SUN Bank, President of E.SUN Bank	25,774,280
7	Director	Representative of E.SUN Volunteer & Social welfare Foundation Joseph N.C. Huang	MBA of the City University of New York	Current: President of E.SUN FHC and E.SUN Bank Experience: Chairman of E.SUN Venture Capital	25,774,280
8	Director	Representative of E.SUN Foundation Gary K..L.. Tseng	Master of Public Administration at Harvard University	Current: Director of E.SUN FHC Chairman of E.SUN Bank Experience: Director Banking Bureau, Financial Supervisory Commission	14,531,328
9	Director	Representative of Hsin Tung Yang Co., Ltd. Jackson Mai	Kai-Nan Commercial & Technical High School	Current:Chairman of Hsin Tung Yang Co., Ltd. Director of E.SUN FHC, Managing Director of E.SUN Bank Experience: Chairman of Sheng Yang Construction Co., Ltd.	47,501,054
10	Director	Representative of Fu-Yuan Investment Co.,Ltd. Ron-Chu Chen	Chu Nan Junior High School	Current: Chairman of Fu Yuan Investment Co., Ltd. Director of E.SUN FHC and E.SUN Bank Experience: Chairman of Nien Hsing Textile Co., Ltd.	29,771,495
11	Director	Representative of Shang Li Car Co.,Ltd. Chien-Li Wu	Chung Jung High School	Current: Chairman of Shang Li Car Co., Ltd. Director of E.SUN FHC and E.SUN Bank Experience: Chairman of Shen Li Investment Co., Ltd.	40,000,000
12	Director	Representative of Shan Meng Investment Co.Ltd., Magi Chen	EMBA, University of Tennessee, Knoxville,	Current: Director and CFO of E.SUN FHC and E.SUN Bank Experience: SEVP of E.SUN FHC and E.SUN Bank	19,273,532
13	Director	Representative of Sunlit Transportation Co., Ltd. Mao-Chin Chen	Master of Economics at National Taiwan University	Current: Director and CSO of E.SUN FHC and E.SUN Bank Experience: SEVP of E.SUN FHC and E.SUN Bank	41,349,000

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E.Sun Financial Holding Co., Ltd. — AGM Information 2017

52215_rns_2017-07-03_4a0c555c-c0b1-4b2f-b2a8-5666072a4c87.pdf

NOTICE OF SHAREHOLDERS MEETING 2017

2. Agenda:

E.SUN Financial Holding Company List of Board Candidates

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E.Sun Financial Holding Co., Ltd. AGM Information 2017