Amulaire — AGM Information 2022

Jun 13, 2022

==> picture [176 x 73] intentionally omitted <==

Amulaire Thermal Technology, Inc. 2022 Annual General Shareholders’ Meeting Notice

Dear Shareholders,

The 2022 Annual General Shareholders’ Meeting (the “Meeting”) of Amulaire Thermal Technology, Inc. (the “ATT”) will be convened at 9:00 a.m., Thursday, May 26, 2022 at 1F, No. 17-6, Houhu, Linkou Dist., New Taipei City, Taiwan (Linkou Hubei Civil Activity Center).

Ⅰ.Meeting Agenda

• (Ⅰ) ․ Report Items

• ⑴ 2021 Business Report.

• ⑵ 2021 The Audit Committee’s Review Report.

• ⑶ 2021 Distribution of Employees and Directors Remuneration.

• ⑷ Amendments to “Corporate Governance Best Practice Principles” and

  • “Corporate Social Responsibility Best Practice Principles”.

• (Ⅱ) ․ Ratification Items

• ⑴ Ratification of 2021 Business Repot and Financial Statements.

• ⑵ Ratification of the Deficits Compensation of 2021.

• (Ⅲ) ․ Discussion

• ⑴ Change Company Name.

• ⑵ Amendments on part of the “Corporation by-laws”.

• ⑶ Amendments on part of “Rules of Procedures for the Acquisition and Disposal of Assets”.

• ⑷ Amendments on part of “Rules of Procedure for Annual Shareholders’ Meeting”.

• ⑸ To propose the issued plan for a private placement of ordinary shares.

• ⑹ To discuss the issuance of new restricted shares to employees.

==> picture [176 x 73] intentionally omitted <==

• ⑺ Proposal of Release the Prohibition on Directors and its representative from Participation in Competitive Business.

• (Ⅳ) ․ Extemporary motions

• (Ⅴ) ․ Adjournment

• Ⅱ. Propose a private placement of ordinary shares, please refer to attachment.

• Ⅲ. Discuss the issuance of new restricted shares to employees, please refer to attachment.

• Ⅳ. According to the provisions of Article 209 of the Company Law, it is proposed to request this shareholders' meeting to agree to dismiss the company's directors LIＮ, CHI-SHENG, HUANG, DAI-LUN, PAO-YU Ⅱ INVESTMENTS LIMITED Representative: YU, CHI-QIONG Director, 善德投資股份有限公司 Representative: HUANG，CHAO-LI Director, and Independent Director HUANG, SHI-HAN are subject to the prohibition on non-compete during their tenure as a director of the company. Please refer to the shareholders meeting procedure manual for the content of directors' noncompetition.

• Ⅴ. Please find the Notice of attendance and Proxy Form enclosed with the Meeting Notice. If you plan to attend in person, please affix your signature or personal seal on the "attendance sign-in card" and register at the meeting venue on the date of the meeting. If you plan to appoint a proxy to attend the Meeting, please affix your signature or personal seal on the proxy, fill out the name and address of the proxy, and deliver to the registrar of the Company, Stock Registration Department of Yuanta Securities Co., Ltd (B1F., No. 210, Sec. 3, Chengde Rd., Datong Dist., Taipei City 10366, Taiwan (R.O.C.)), five days prior to the annual shareholders’ meeting, to facilitate dispatching attendance sign-in card to the engaged proxy.

• Ⅵ. The statistics and verification for the proxies of the Company is the Stock Registration Department of Yuanta Securities Co., Ltd.

• Ⅶ. If there is any shareholder who intends to solicit for the Proxy Form, the Solicitor’s Solicitation Information List compiled by the Company will be available on May 26, 2022 on the website of the Securities and Futures Institute (http://free.sfib.org.tw).

==> picture [176 x 73] intentionally omitted <==

For inquiries, please visit the website and click “Free Inquiry System for Information Related to the Public Announcement of Proxy Form”; then input the conditions of inquiry accordingly.

• Ⅷ. Regarding the major content of the annual shareholders’ meeting, please visit the Market Observation Post System (http://mops.twse.com.tw) and click "Basic Information/Electronic Books/Information Related to Annual Report and Stockholders’ Meeting.

• Ⅸ. In this year's Annual Shareholders' Meeting, shareholders may exercise their voting rights by electronic means. The period for such electronic voting to be carried out is from April 26, 2022 to May 26, 2022. Please login to Taiwan Depository & Clearing Corporation's "Stock Vote" website and proceed in accordance with the instructions provided. 【 Website: https://www.stockvote.com.tw 】

• Ⅹ. In the event that the Company has to change the venue of the Annual Shareholders' Meeting due to impacts from the COVID-19 (novel coronavirus 2019) outbreak, such information will be announced in the Material Information section of the MOPS.

Sincerely,

Amulaire Thermal Technology, Inc.

【Attachment 1】

Propose a private placement of ordinary shares

• 一

• ( )In order to introduce strategic investors and other capital needs to meet the company's future development, the company intends to request the shareholders' meeting to authorize the board of directors to issue ordinary shares through private placement at an appropriate time in accordance with Article 43-6 of the Securities and Exchange Act. The company issued not exceed 30,000,000 shares. , with a face value of NT$10 per share. The total amount of increased paid-in capital is expected to not exceed NT$300,000,000, which will be divided within one year from the date when the shareholders' meeting resolves the private placement proposal.

• (二)The Price Basis and Reasonableness

• (1) Reference price is set to be the price determined by the following calculation, whichever is higher：a. The simple arithmetical average closing of the ordinary shares of the Company on any of the first, third or fifth trading day prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of the shares cancelled in connection with capital reduction. b. The simple arithmetical average closing price of the ordinary shares of the Company for thirty trading days prior to the pricing date, after deducting the value of bonus shares issued as stock dividents, and adding back the value of shares cancelled in connection with capital reduction.

• (2) The price for issuing ordinary shares in the Proposed Private Placement shall not be lower than 80% of the reference price and not be lower than face value NT$10 per share. The actual issue price is proposed to the shareholders' meeting to authorize the board of directors to be stipulated in accordance with the law and within the range of the basis and percentage of the price not lower than the resolution of the shareholders' meeting, depending on the specific person and the prevailing market conditions in the future.

==> picture [176 x 73] intentionally omitted <==

(3) The price of the private placement of ordinary shares is determined in accordance with the relevant regulations of the competent authorities, and is determined after taking into account factors such as the Company's operating conditions, future prospects, and the reference price on the pricing date. The method of determination should be reasonable.

• (三)The method for selecting investors

The securities issued in the Proposed Private Placement will only be sold and subscribed by investors will qualifications prescribed in Article 43-6 of the Act, relevant regulations and administrative rulings.

• 、

• (四)The purpose necessity and anticipated benefits for selecting investors

• (1) If the subscriber is a strategic investor

  • A. Selecting purpose：For the purpose of future development and long-term operation planning, the Company intends to introduce strategic investors who can contribute to the Company's future operations through this private placement, so as to strengthen the company's competitiveness in technology, product types, customer structure and marketing.

  • B. Necessity and anticipated benefits for selecting investors：In view of the changes in market demand for products in the future, in order to enhance the company's competitive advantage, it is planned to introduce strategic investors who are helpful to the company's future product and market development. In addition, the participation of applicants can accelerate the company's opportunities for product and market development. Through various industrial integration or joint research and development of the market, the company can help the company to improve technology, improve efficiency, expand market scale, and help for the stable growth of the company has a positive impact on shareholders' equity.

• (2) If the subscriber is an insider or related party of the Company

  • A. Selecting methods and purpose：Subscriber selected should be quite familiar with the operation of the Company or industry development and be able to

==> picture [176 x 73] intentionally omitted <==

assist the Company to strengthen future operations directly or indirectly.

B. Potential subscribers and their relationship with the Company are presented

as followed：

as followed：
Potential subscribers	Relationship with the Company
LIＮ, CHI-SHENG	Insider (The Chairman of the Company)
PAO-YU INVESTMENTS LIMITED	Insider (A company held by the chairman of the company in the name of another person)
HUANG, DAI-LUN	Insider (Director of the company)
PAO-YUⅡINVESTMENTS LIMITED	Insider (Corporate Director of the Company)
YU, CHI-JOAN	Insider (Representative of the Company’s Corporate Director)
善德投資股份有限公司	Insider (Corporate Director of the Company)
HUANG，CHAO-LI	Insider (Representative of the Company’s Corporate Director)
ZHAN , XIN-YI	Insider (Independent director of the company)
HUANG, SHI-HAN	Insider (Independent director of the company)
WANG,YING-JIE	Insider (Independent director of the company)
HU,ZHI-REN	Insider (Deputy general manager of the company)
CHEN,DING-YU	Insider (Assistant manager of the company)
SHI,ZHI-HONG	Insider (Assistant manager of the company)
CHEN,YAN-TING	Insider (Assistant manager of the company)

==> picture [176 x 73] intentionally omitted <==

The top ten shareholders, their shareholding percentages and relationship with the Company of the abovementioned legal person subscribers are

presented as folloes：

presented	as folloes：
Name		Topten shareholders
	Name	Shareholder Percentages	Relationeship with the Company
PAO-YU INVESTMENTS LIMITED	LIN,ZI-HAO	66%	None
	DAI,MEI-FANG	13%	The spouse of the Chairman of the Company
	日新開發投資股份有 限公司	11%	None
	LIＮ, CHI-SHENG	10%	The Chairman of the Company
PAO-YUⅡ INVESTMENTS LIMITED	JINTING INVESTMENT CO., LTD.	20%	None
	日新開發投資股份有 限公司	17.5%	None
	富裕開發投資股份有 限公司	15%	None
	CHEN,QI-MING	15%	None
	善德投資股份有限公 司	5%	Corporate Director of the Company
	PAO-YU INVESTMENTS LIMITED	5%	A company held by the chairman of the company in the name of anotherperson
	ZHENG,XI-HE	5%	None
	JIANG,CAN-RAN	5%	None
	ZENG,YU-BIN	5%	None

		FENG,HE-QIN	2.5%	None
		LIN,YAO-QING	2.5%	None
		崴達投資有限公司	2.5%	None
	善德投資股份有 限公司	HUANG，CHAO-LI	50%	Representative of the Company’s Corporate Director
		HUANG,DE-YI	20%	None
		HUANG,SU-MEI	10%	None
		HUANG,WEN- XUAN	7%	None
		HUANG,XIANG- TING	7%	None
		CHEN,ZHEN-LAN	4%	The spouse who is the representative of the Company’s Corporate Director
		HUANG,YA-QI	2%	None

• (3) There are currently no applicants who have been negotiated.

• (五)The reasons for not adopting public offering：The Company considering factors of raising capital such as the timeliness, convenience, issuance cost, and the restriction that private equity shares cannot be transferred within three years. Therefore, this time, instead of public offering, it is planned to be handled by private placement which is more likely to ensure and strengthen long-term cooperative relationships with strategic partners

(六)The use and anticipated benefits of the fund raised：Enrich operating capital, improve financial structure or other capital needs for future development. Strengthening the company's financial structure, enhancing the company's

operational effectiveness and overall competitiveness will have a positive impact on shareholders' equity.

==> picture [176 x 73] intentionally omitted <==

• (七)The rights and obligations of the ordinary shares issued in the proposed private placement：The rights and obligations of this private placement of ordinary shares are in principle the same as those of the company's issued ordinary shares, but according to Article 43-8 of the Act, unless certain circumstances are met, the private placement of ordinary shares will be completed within three years from the delivery date. It can be freely transferred from the beginning of the year, and three years after the delivery date of the private common stock, an application for supplementary issuance and listing (over the counter) transaction shall be applied in accordance with relevant laws and regulations.

• (八)The main content of this private placement of ordinary shares, in addition to the private placement price, includes the actual issue price, number of shares, issue conditions, raised amount, estimated progress, and expected benefits, etc., as well as all other issues related to the issuance plan. , It is proposed to ask the shareholders' meeting to agree to authorize the board of directors to adjust, formulate and handle according to market conditions. In the future, if it is revised due to the instructions of the competent authority, or based on operational evaluation or changes due to objective circumstances, also be authorized the board of directors to deal with it.

• (九)In addition to the abovementioned scope of authorization, it is proposed that the Chairman of the Company be authorized by the shareholders with full power to enter, negotiate and revise all agreements and legal instruments pertaining to the Proposed Private Placement and handle all agreements and legal instruments pertaining to the issuance of new ordinary shares.

• (十)Any inquires about the relative information of the Proposed Private Placement, in Article 43-6 of the Act, Please refer to the website of Market Observation Post

==> picture [176 x 73] intentionally omitted <==

System (Website：http://mops.twse.com.tw) and website of the Company

(Website：www.amulaire.com)

【Attachment 2】

Discuss the issuance of new restricted shares to employees

• 一

• ( )Total amount of issuance:The issuance of ordinary shares to employees is for a total of NT$10,000,000, with1,000,000 shares at a face value of NT$10 per share.

• (二)Issuing conditions：

• Issued price：NT$0 per share as bonus shares. That means no cash consideration is distributed to employees for free

• Vesting conditions：

  • (1) The employee will still be employed after the following schedule from the date when the new shares with restricted employee rights are allocated (that is, the base date of the new share capital increase with restricted employee rights), and will meet the performance conditions required by the company. Satisfy the acquired conditions.When the vested conditions are not met in the year, the proportion of shares expected to be allocated will be accumulated in the expected allocation ratio of the next year, but if the vested conditions are not met in December 2026, the shares will be withdrawn free of charge and

    • cancelled. The proportions of shares that can respectively satisfy the vested conditions are as follows:

Eligible employees	Corporate Performance	Year / Rate
CEO & Key Talents	100% will be issued if one of the following two indicators is reached: 1. The annual revenue reaches more than 1.5 billion and turns losses into profits. 2. The annual EPS reaches more than NT$1.	One years / 40% Two years / 30% Three years / 30%

• (2) After an employee has been allocated new shares with restricted employee

rights granted by the company, in case of violation of these regulations, trust

==> picture [176 x 73] intentionally omitted <==

contract, labor contract, work rules, and contract agreement with the company (the relevant contract stipulates that the board of directors shall authorize the Chairman to negotiate on behalf of the company) and signing), or other circumstances stipulated by the company, the company has the right to withdraw its shares free of charge and cancel the new shares that have been allocated but have not yet fulfilled the vested conditions.

1. Types of shares to be issued：Ordinary shares of the company.

2. What to do when an employee fails to meet the vested conditions or has an inheritance： Please refer to the Procedural Manual for details of Article 5, Item 4 of the "Regulations on the First Restricted Employee Rights Issuance of New Shares in 111".

3. (三)Employee qualifications and the number of shares to be allocated or subscribed：

4. These regulations are applicable to the full-time full-time employees of the company and its affiliated companies (identified in accordance with the provisions of Article 369-2, Paragraph 1 of the Company Law). The number of employees who are actually allocated new shares with restricted employee rights and the number of new shares allocated with restricted employee rights will be determined by the chairman of the board of directors, taking into account factors such as years of service, grade, job performance, overall contribution, special merit or other conditions that need to be considered in management. After approval, it shall be submitted to the board of directors for approval. However, those with the status of managers shall first obtain the approval of the Compensation and Remuneration Committee.

5. The company issues employee stock option certificates in accordance with Article 56-1, Paragraph 1 of the "Guidelines for the Handling of Issuers' Offering and Issuance of Securities". The cumulative number of shares that can be subscribed by a single employee is added, and the cumulative number of new shares that the employee has acquired with restricted employee rights is added up. The total

==> picture [176 x 73] intentionally omitted <==

amount shall not exceed 3/1000 of the total number of issued shares, and the company shall issue employee stock option certificates to the employee in accordance with the provisions of Article 56, Paragraph 1 of the "Issuer's Handling Standards for Raising and Issuing Marketable Securities". The number of shares to be subscribed shall not exceed 1% of the total number of issued shares.

• (四)Necessity of this issuance of new restricted employees shares：In order to retain the professional talents needed by the company, and improve the employees' centripetal force and sense of belonging to the company, so as to jointly create the interests of the company and shareholders.

• (五)Potential expensed amount, dilution of earnings per share and other effects on shareholders’ equity：

• Potential expensed amount：If the closing price of the company on April 1, 2011 is NT$45.4, the maximum amount that may be expensed is NT$ 45,400,000. According to the acquired conditions, the expensed amounts from 2023 to 2026 were about approx $18,160,000, $13,620,000 and $13,620,000, respectively.

• Dilution of earnings per share and other effects on shareholders’ equity：Based on the current number of issued shares of the company of 89,602,306 shares, the provisional estimation of the dilution of earnings per share from 2023 to 2026 was: NT$0.20, NT$0.15 and NT$0.15, respectively. The dilution to the company's earnings per share is still limited. There is no significant impact on shareholders' equity.

• (六)estricted rights after allotment of new shares but before the acquired conditions are met: Please refer to the Procedural Manual for details of Article 6 of the "Measures for the First Restricted Employee Rights Issuance of New Shares in 111".

• (七)For measures to restrict the issuance of new shares of employees' rights, please refer to the Procedural Manual.

• (八)Issues related to the issuance of new shares restricting the rights of employees, if the relevant content is amended or adjusted by the competent authority in the future,

==> picture [176 x 73] intentionally omitted <==

it is proposed to be submitted to the shareholders' meeting to authorize the board of directors to handle with full authority. If amendments are required due to the requirements of the competent authority during the submission review process, the chairman shall be authorized to revise these regulations, and then they shall be issued after the approval of the board of directors.