CCI Yilan — AGM Information 2021

Jun 4, 2021

Cathay Consolidated, Inc. 2021 Annual Shareholders’ Meeting

Minutes (Translation)

Time ：10:00 AM on May 18 (Tuesday), 2021

• Place：NO.15, Gongyuan 2nd Rd., Wuchieh Township, Yi-Lan County 268, Taiwan (R.O.C.) (Shangrila Boutique Hotel)

Total outstanding shares：67,845,363 shares

• Total shares represented by shareholders present in person or by proxy： 56,209,537 shares

• Percentage of shares held by shareholders present in person or by proxy： 82.84 %

• Directors present：George T.S. Liu, Syu Guang-Huei, Cyue Cing-Sian, Shih Sin-Chuan, Wu Cun-Yi, Pan Sian

• Chairman： George T.S. Liu, Chairman of the Board of Directors Recorder：Vincent H.Lee

The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

Ⅰ、 Chairman’s Address

Ⅱ、 Report Items(omitted)

• 1、To report the business of 2020 (see Attachment Ⅰ)

• 2、Audit Committee＇s Review Report (see Attachment Ⅱ)

• 3、To report 2020 employees＇ profit sharing bonus and directors＇ compensation (see Attachment Ⅲ)

Ⅳ、 Proposed Resolutions

• 1、To accept 2020 Business Report and Financial Statements (Proposed by the Board of Directors)

Description:

• (1) Cathay＇s 2020 Financial Statements has been audited by Ernst & Young CPA firm with unqualified opinion.

• (2)2020 Business Report and Financial Statements are attached hereto as Attachments I and Ⅳ.

• (3) Cathay＇s 2020 Financial Statements has been audited by Ernst

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Cathay Consolidated, Inc. 2021 Annual Shareholders’ Meeting

Minutes (Translation)

& Young CPA firm with unqualified opinion.

Voting Results:

Shares represented at the time of voting: 56,209,537

Shares represented at the time of vot	ing: 56,209,537
Voting Results*	% of the total represented sharepresent
Approval votes: 56,180,468 (40,152,797)	99.94%
Disapproval votes: 21,026 (21,026)	0.03%
Invalid votes: 0 (0)	0.00%
Abstention votes/No votes: 8,043 (8,043)	0.01%

*: including votes casted electronically (numbers in brackets)

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

• 2、The Company's 2020 annual dividend distribution, submitted for discussion. (Proposed by the Board of Directors) Description:

• (1) The net income after tax of the Company in 2020 is NT$196,226,637, the distributable surplus is NT$263,845,858.

• (2) We propose cash dividend is per share of NT$2.5. Please refer to Annex Ⅴ for the Company's disposition of net income.

• (3) Upon the approval of the annual shareholders meeting for the appropriation of net income, the board of shareholders is hereby requested to authorize the board of directors to determine the schedule of dividend distribution and other relevant matters.

• (4) The dividend will be paid in cash with calculation rounded down to the nearest one NTD (any amount below one NTD will be discarded). The remaining fraction will be incorporated into

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Cathay Consolidated, Inc. 2021 Annual Shareholders’ Meeting Minutes (Translation)

other revenue of the Company.

• (5) In the event of any change in the number of outstanding shares resulting from the buyback of the Company＇s common stock, transfer, conversion or cancellation of the treasury shares, the exercise of the employee stock options or the conversion of convertible bonds, the dividend ratio must be adjusted. It is proposed to fully authorize the board of directors to adjust the dividend ratio and to proceed on the relevant matters.

Voting Results:

Shares represented at the time of voting: 56,209,537

Shares represented at the time of vot	ing: 56,209,537
Voting Results*	% of the total represented sharepresent
Approval votes: 56,170,468 (40,142,797)	99.93%
Disapproval votes: 35,026 (35,026)	0.06%
Invalid votes: 0 (0)	0.00%
Abstention votes/No votes: 4,043 (4,043)	0.00%

*: including votes casted electronically (numbers in brackets)

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

• 3、Establish the "Standard of Issue Employee Restricted Stock Awards (RSAs)"（Proposed by the Board of Directors）

Description:

• (1) In order attract and retain the professional talents needed by the company, and to improve employees' centripetal force and sense of belonging to the company, and jointly create higher company value and shareholders' equity. In accordance with Article 267, paragraph 8 and

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Cathay Consolidated, Inc. 2021 Annual Shareholders’ Meeting

Minutes (Translation)

paragraph 10 of the "Company Act". and the relevant regulations of"Regulations Governing the Offering and Issuance of Securities by Securities Issuers" issued by the Financial Supervisory Commission, establish the "Standard of Issue Employee Restricted Stock Awards (RSAs)". Please refer to Annex Ⅵ.

• (2) Issue period: Company may issue one-time or multiple issues within one year approved by the competent authority. The actual issue date is determined by the chairman of the board authorized by the board of directors.

• (3) Qualification requirements for employees:

• A. Full-time employees on the RSAs granted date.

• B. List of eligible employees and granted amount will be determined based on the years of service, job grades, work performance and contribution, honorable achievements, and other necessary factors. This list will be proposed by the chairman and sent to the Board of Directors for approval. However, for employees who are managerial officers or the board members, the award of such shares is subject to approval from the Compensation Committee.

• C. Where an issuer issues employee stock warrants under Article 56-1, paragraph 1, the cumulative number of shares subscribed by a single warrant holder of the employee stock warrants, in combination with the cumulative number of new restricted employee shares obtained by the single warrant holder, may not exceed 0.3 percent of the issuer＇s total issued shares. And the above in combination with the cumulative number of shares subscribed by the single warrant holder of employee stock warrants issued by an issuer under Article 56, paragraph 1, may not exceed 1 percent of the issuer＇s total issued shares. However, with special approval from the central competent authority of the relevant industry, the total number of employee stock warrants and new restricted employee shares obtained by

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Cathay Consolidated, Inc. 2021 Annual Shareholders’ Meeting

Minutes (Translation)

a single employee may be exempted from the above-mentioned restriction.

• (4) Total amounts (shares) of issuance: 7,000,000 shares, with NT$10 per share, total value is NT$70,000,000.

• (5) Issuance conditions: According to the implementation rules of each time.

Voting Results:

Shares represented at the time of voting: 56,209,537

Shares represented at the time of vot	ing: 56,209,537
Voting Results*	% of the total represented sharepresent
Approval votes: 56,153,468 (40,125,797)	99.90
Disapproval votes: 38,026 (38,026)	0.06%
Invalid votes: 0 (0)	0.00%
Abstention votes/No votes: 18,043 (18,043)	0.03%

*: including votes casted electronically (numbers in brackets)

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

Ⅳ、Motion： None

Ⅴ、Meeting Adjourned： 10:20 AM on May 18 (Tuesday), 2021

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George T.S. Liu

Chairman of the Board of Directors

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Vincent H.Lee Recorder

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Attachment Ⅰ

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Attachment Ⅱ

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Attachment Ⅲ

Employee remuneration and Director remuneration

1. In accordance with Article 21 of the articles of association of the Company, "the Company shall allocate at least 1% for the employees＇ remuneration and not more than 5% for the directors＇ remuneration in the event of profits in the year".

2. We proposed Employee Remuneration and Director Remuneration Distribution in 2020:

(Unit: NT$)

		(Unit:
Items	Amount	As a Percentage of Pretax Net Profit
Employee Bonus	13,424,086	5%
Bonus to Directors	6,712,043	2.5%

1. The remuneration for employees and directors is expected to be paid in cash.。

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Attachment Ⅳ

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Attachment Ⅴ

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Attachment Ⅵ

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