Chailease : General Meeting

Taiwan Stock Code: 5871

Chailease Holding Company Limited

Notice

Resolutions of the 2022 Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Chailease Holding Company Limited was held at 2F, 399 Rueiguang Rd., Neihu District, Taipei on May 20, 2022, where the following resolutions have been passed. For more information, please visit the Company's website at www.chaileaseholding.com/EN/ugC_Shareholder.asp.

1. Matters to Report (Omitted)

II. Matters for Adoption

Proposal 1: To accept 2021 Business Report and Financial Statements.

(Proposed by the Board of directors)

Explanation:

1. Chailease Holding Company Limited's Financial Statements, including the balance sheet, income statement, statement of changes in shareholders' equity, and statement of cash flows, were audited by independent auditors, Ms. Wan-Wan Lin and Ms. Shu-Min Hsu the partners of KPMG, Taipei. Also the Financial Statements have been approved by the Board and examined by the Audit Committee of Chailease Holding Company Limited.
2. The 2021 Business Report, independent auditors' audit report, and the above-mentioned Financial Statements are attached in the Handbook, Attachment 1 and Attachment 3.

Voting Results:

1,273,750,853 shares were represented at the time of voting；1,112,138,251 shares voted for the proposal ,representing 87.31% of the total represented shares present；1,054,138 shares voted against the proposal, representing 0.08% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present；160,558,464 votes were abstained, representing 12.60% of the total represented shares present。

RESOLVED, that the above proposal be and hereby was approved as proposed.

Chailease Holding Company Limited.
Tel: [phone]Fax: [phone]	Website: www.chaileaseholding.com

Taiwan Stock Code: 5871

Proposal 2: To approve the Proposal for Distribution of 2021 Profits.

(Proposed by the Board of directors)

Explanation:

1. The Company's operating result of the year 2021 generated a net profit of NT$21,643,760 thousand. The Company proposes the profit distribution of 2021 as follows:
2. 1. To set aside the special surplus reserve of NT$655,821,511 in accordance with the Article 41 of the Securities and Exchange Act.
   2. First, to pay a cash dividend on Preferred Shares A totaling NT$570,000,000.
   3. Next, to pay a cash dividend per common share of NT$6.0 totalling NT$8,702,366,592.
   4. To pay a stock dividend per common share of NT$0.5 totalling NT$725,197,210 by issuing 72,519,721 new common shares.
   5. Cash payment shall be rounded to one NTD (amounts less than one NTD shall be ignored).
   6. The Distribution and Appropriation of retained earnings for the year 2021 is attached in the Handbook, Attachment 4.
3. The proposed distribution of the annual net profits and dividend payment thereof shall be submitted to the Annual General Meeting for approval. If the number of total shares outstanding changed, such that the dividends ratio per share should be adjusted, the Chairman of the Board of Directors is authorized to adjust the ratio and deal with relative matters.
4. After the proposal has been discussed and approved the shareholders' meeting, the Board of
   Directors is authorized to set the record date for distributing the cash dividend and stock dividend and handling other relevant distribution matters.

Voting Results:

1,273,750,853 shares were represented at the time of voting；1,112,143,326 shares voted for the proposal ,representing 87.31% of the total represented shares present；2,352,013 shares voted against the proposal, representing 0.18% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present；159,255,514 votes were abstained, representing 12.50% of the total represented shares present。

RESOLVED, that the above proposal be and hereby was approved as proposed.

Chailease Holding Company Limited.
Tel: [phone]Fax: [phone]	Website: www.chaileaseholding.com

Taiwan Stock Code: 5871

III. Matters for Discussion

Proposal 1: Issuance of new shares via capitalization of retained earnings.

(Proposed by the Board of directors)

Explanation:

1. For the needs of future business development, it is proposed to allot NTD725,197,210 from unappropriated retained earnings for capitalization and issue 72,519,721 new common shares with NTD10 par value as stock dividends.
2. The Company will pay a stock dividend of 50 shares to every 1,000 common shares ("Dividend Ratio") in proportion to the shareholdings shown on the shareholder register as of the ex-right date, which will be issued at NTD10 par value. For fractional shares, the shareholders may make an application with the Company's stock agent for aggregating their fractional shares into one share within five days of the ex-right date; provided, however, that if there are any fractional shares left, the Company will pay cash in NTD, rounded down to NTD 1, in lieu of stock dividends and the Chairman of the Board of Directors ("Chairman") is authorized to allot such fractional shares for subscription by designated persons. The total issued and outstanding common shares of the Company after the proposed capitalization will be increased from 1,450,394,432 shares to 1,522,914,153 shares.
3. The shareholder's rights and obligations of the new shares to be issued shall rank pari passu in all respects with the issued and outstanding common shares of the Company.
4. It is proposed to authorize the Chairman to handle all matters relating to the proposed capitalization depending on actual needs or accommodating the competent authority's requirement to make any change thereto.

Voting Results:

1,273,750,853 shares were represented at the time of voting；1,100,412,574 shares voted for the proposal ,representing 86.39% of the total represented shares present；205,006 shares voted against the proposal, representing 0.01% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present ；173,133,273 votes were abstained, representing 13.59% of the total represented shares present。

RESOLVED, that the above proposal be and hereby was approved as proposed.

Proposal 2: Amendment to the "Processing Procedures for the Acquisition and Disposal of Assets".

(Proposed by the Board of directors)

Chailease Holding Company Limited.
Tel: [phone]Fax: [phone]	Website: www.chaileaseholding.com

Taiwan Stock Code: 5871

Explanation:

1. The subject amendments are to comply with the latest "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" announced by Financial Supervisory Commission (FSC) on Jan. 28, 2022, the original "Processing Procedure for the Acquisition and Disposal of Assets" shall be revised or added.

The main amendments are summarized as follows:

(1) To strengthen the management of related party transactions:

If the related party transactions of the Company or subsidiaries that are not ROC public companies, reach 10% of the Company's total assets, the Company or subsidiaries may not execute any transaction until they have submitted the data and approved by the Shareholders' Meeting of the Company; provided, this shall not apply to the transaction between the Company and subsidiaries, or between its subsidiaries.

(2) To improve the quality of opinions issued by the external experts:

The external experts shall comply with the regulations of their respective trade associations.

2. Please refer to the Attachment 5 for Comparison Table for Amendments to the "Processing Procedures for the Acquisition and Disposal of Assets ".

Voting Results:

1,273,750,853 shares were represented at the time of voting；1,100,372,589 shares voted for the proposal ,representing 86.38% of the total represented shares present；233,438 shares voted against the proposal, representing 0.01% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present ；173,144,826 votes were abstained, representing 13.59% of the total represented shares present。

RESOLVED, that the above proposal be and hereby was approved as proposed.

Proposal 3: Amendment to the "Memorandum & Articles of Association"

(Proposed by the Board of directors)

Explanation:

1. Pursuant to the revised Foreign Issuer Shareholders Protection Checklist by Taiwan Stock Exchange, and with an aim to incorporate cash capital increased through the issuance of preferred shares in 2020, the MEMORANDUM & ARTICLES OF ASSOCIATION OF CHAILEASE HOLDING COMPANY LIMITED is proposed to be amended accordingly.
2. Please refer to the Attachment 6 for Comparison Table for the Amendments to the
   "Memorandum and Articles of Association ".

Chailease Holding Company Limited.
Tel: [phone]Fax: [phone]	Website: www.chaileaseholding.com

Taiwan Stock Code: 5871

Voting Results:

1,273,750,853 shares were represented at the time of voting；564,106,817 shares voted for the proposal ,representing 44.28% of the total represented shares present；530,370,829 shares voted against the proposal, representing 41.63% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present；179,273,207 votes were abstained, representing 14.07% of the total represented shares present。

RESOLVED, that the above proposal was disapproved.

Proposal 4: To consider and approve the Company's plan to raise long-term capital.

(Proposed by the Board of directors)

Explanation:

1. In reply to the capital needs for the Company's future long-term strategic development and operational growth (including but not limited to working capital, long-term investment, debt repayment and other one or multiple usages), and to internationalize and to diversify fundraising methods, it is proposed that Annual General Meeting be held to authorize the Board of Directors of the Company (the "Board of Directors") to raise long-term funds, under appropriate timing and in compliance with the Company's Memorandum and Articles of Association ("M&A") and relevant laws and regulations, through any one or combination of the following measures: issuance of common shares and/ or preferred shares for cash capital increase in Taiwan, and/ or issuance of global depositary receipts ("GDRs") through the issuance of common shares by capital increase.
2. It is proposed that the total amount authorized for this long-term fund raising plan shall not exceed 60,000,000 shares (including common shares and preferred shares).
3. It is proposed that Annual General Meeting be held to authorize the Board of Directors with full power to decide, adjust, amend and implement the fund-raising plan (including but not limited to actual issuance price, issuance terms, proposed items, offering size, progress and projected effects) as well as all matters related to the issuance plan. It is also proposed that Annual General Meeting be held to authorize the Chairman or his designated person to approve and sign all documents related to the issuance of GDRs, including but not limited to [the purchase agreement, the deposit agreement(s), the Offering Circular, the closing memorandum, the application forms, the Commitment Letter and the power of attorney in relation to the delegation of authority to sign all documents related to the issuance of GDRs for and on behalf of the Company, and handle all relevant matters on behalf of the Company. If in the future, any amendment on the plan is required due to the request of the competent authority or based on operational assessment or objective environmental circumstances, it is further proposed that the Board of Directors is fully authorized to handle such amendment in accordance with relevant laws and regulations.

Chailease Holding Company Limited.
Tel: [phone]Fax: [phone]	Website: www.chaileaseholding.com