Dynamic Holding — AGM Information 2022

Oct 27, 2022

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Dynamic Holding Co., Ltd. The First Extraordinary Shareholders Meeting in 2022

(Translation)

Time: 9:00 a.m., Oct. 26, 2022 Place: No.50, Minquan Rd., Luzhu Dist., Taoyuan City (Dynamic Holding) Convening way: Physical meeting

Dynamic total outstanding shares: 277,548,934 shares

Total shares represented by shareholders present in person or by proxy: 161,507,349 Percentage held by shareholders present in person or by proxy: 58.19%

Chairman: Mr. Ken Huang, Chairman of the Board of Directors Directors in attendance: Ken Huang, Gordon Liu, Jonathan Lin Supervisors in attendance: Martin Lin, Anna Chen, Eric Chen

Member of Special Committee in attendance: Cheryl Chien

Nonvoting: Accountant of Ernst & Young: Chi-Ming Chang, Lawyer: Yeng Lu Recorder: Jean Liu

• A. Announcement of Commencement (The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.)

B. Chairman’s Statement (omitted)

C. Reports

Formulating the " Integrity Management Code", please refer to【Attachment 1】

D. Discussions

Subject: Case of the Company’s subsidiary, Dynamic Electronics (Huangshi) Co., Ltd.’s Initial Public Offering of RMB common shares (A share) and applying for listing at stock exchange in China. (proposed by Board of Directors)

Explanation:

• (1) Purpose of applying for listing and trading in an overseas securities market The Company's subsidiary, Dynamic Electronics (Huangshi) Co., Ltd. (hereinafter referred to as "Dynamic Huangshi") intends to submit application for the Initial Public Offering of RMB common share (A share) and listing for trading to stock

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exchange in China (hereinafter referred to as "The offering and listing") in order to expand its business in mainland China, attract and motivate outstanding professionals, and improve the group's global competitiveness.

Up to now, the Company has reinvested in Wintek (MAURITIUS) Co., Ltd., a wholly-owned overseas subsidiary through the wholly-owned domestic investment business, Dynamic Electronics Co., Ltd. and then re-invested in the wholly-owned Dynamic Electronics Holding Pte. Ltd., a Singapore company, to indirectly hold 100% of the shares of Dynamic Huangshi. If the listing process is successfully completed, it is expected to bring positive benefits to the Group's image and business as well as enhancing the value of reinvestment. The Company and all its shareholders will be the common beneficiaries.

• (2) Impact on the Company's finance and business, the expected organizational structure and business adjustment and the impact of the adjustment on the Company

• A. Impact on finance:

  • (A) If Dynamic Huangshi is successfully listed on the stock exchange in mainland China, the net proceeds from the issuance and listing of Dynamic Huangshi will mainly be used for the HDI and advanced process expansion project and supplementary working capital; after the raised funds reach certain level, they can be used for the expansion of production lines to increase capacity and boost business competitiveness which will enhance the Group's profitability and shareholders' equity.

  • (B) It will provide a more efficient financing environment for the future working capital and capital expenditure requirements of “Dynamic Huangshi” and optimize the financial structure of the Group and reduce financial expenses.

  • (C) It can increase the total assets and net assets of the Group, and further enrich the capital strength of the Group, so as to pursue the greatest interests for shareholders.

  • (D) From the perspective of shareholding structure, the company still invests in Wintek (MAURITIUS) Co., Ltd., a wholly-owned overseas subsidiary through its wholly-owned domestic investment business Dynamic Electronics Co., Ltd. and re-invests its wholly-owned Dynamic Electronics Holding Pte. Ltd., a Singapore company to retain substantial control over Dynamic Huangshi.

• B. Impact on business:

  • (A) Dynamic Huangshi is a professional printed circuit board manufacturing service provider that develops, produces and sells PCBs, which are used in electric vehicles, ADAS, servers and Netcom products. Through the offering and listing and raising funds, it can help the company to improve

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its R&D capabilities and production capabilities, and expand the Chinese market, further increasing its market share and the profitability of the Group.

  - (B) By offering and listing, it will benefit Dynamic Huangshi's local corporate image, attract outstanding talents, and ensure the stability of core employees and improve the employees’ loyalty through employee incentives and other related bonus. It will also increase the HR advantages of business expansion and help the future development of the Group.

• C. The expected organizational structure and business adjustment and the impact of the adjustment on the Company

  • (A) In the future, the Company will still hold the equity of Dynamic Huangshi through its overseas subsidiaries Wintek (MAURITIUS) Co., Ltd. and Dynamic Electronics Holding Pte. Ltd. The organizational structure of Dynamic Huangshi and its subsidiaries is the same as the current situation. There is no impact on the investment organization structure of the Company.

  • (B) Dynamic Huangshi has not made any adjustments to its organizational structure and nature of business. By offering and listing, and raising funds, the company's value will be enhanced, which will bring positive effects to the company's long-term stable development.

• (3) Subsidiary's equity dispersion method, the expected reduction in shareholdingratio, the basis of price setting, equity transferee or specific object to be negotiated

• A. The method of shareholding dispersion and the expected reduction in shareholding ratio: Dynamic Huangshi intends to be listed on the stock exchange in mainland China with a face value of RMB 1 per share. To comply with the relevant regulations of the listing place, the number of new shares issued will account for approximately 10% of the total share capital of Dynamic Huangshi after the issuance (tentative). The company’s shareholding ratio is expected to be about 87.78%. The final application for listing at the stock exchange, listing sector, issue quantity, public shareholder shareholding ratio and issue price will be submitted to the shareholders meeting to authorize the board of directors of the company, and/or the board of directors of Dynamic Huangshi or its authorized persons to determine in accordance with local laws and regulations, capital needs, communication situation with the securities regulatory authorities, market conditions, and consultation with the lead underwriter.

• B. The basis of price setting:

  • The price will be determined in accordance with the relevant regulations and listing rules of the mainland China listing area. The final application for listing at

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the stock exchange, listing sector, issue quantity, public shareholder shareholding ratio and issue price will be submitted to the shareholders meeting to authorize the board of directors of the company, and/or the board of directors of Dynamic Huangshi or its authorized persons to determine in accordance with local laws and regulations, capital needs, communication situation with the securities regulatory authorities, market conditions, and consultation with the lead underwriter.

• C. Equity transferee or specific object to be negotiated:

  • The object of the listed new share issued, inquiry object that complies with the laws and regulations of the listing place and the regulations of the regulatory agency, as well as qualified natural persons and legal persons in the mainland area, and other investors in compliance with the regulations of the China Securities Regulatory Commission.

• (4) Whether it affects the company to maintain its listing:

The application of Dynamic Huangshi to be listed at the stock exchange in China is handled in accordance with the relevant laws and regulations, and the Company still retains the control of Dynamic Huangshi, and Dynamic Huangshi is still a subsidiary controlled by the Company according to the investment organization structure; The interests of the company's existing shareholders can be fully protected, so it does not affect the company's continued listing in Taiwan.

• (5) Other matters that should be stated:

• A. Considering the long-term development of Dynamic Huangshi, it intends to apply to the competent authorities in the mainland for the A-share listing case, but has not yet formally submitted the application, so there are still uncertainties and unpredictability in the timing and duration of the application in the future.

• B. In order to carry out this offering and listing, after the resolution of the board of directors is passed, it is proposed to submit to the shareholders' meeting of the company to authorize the board of directors or its authorized person, and/or to authorize the Dynamic Huangshi board of directors or its authorized person to make adjustments in the implementation according to the implementation of the listing plan, the opinions of the competent government authorities, the laws and regulations of the listing place, market conditions, or according the actual situation that is applicable, and fully handle the matters related to the offering and listing, including but not limited to appointing professional consultants, determining the issuance conditions, issuance period, issued quantity, issued objects, issuance method, pricing method, issue price (including price range and final pricing), the base date of capital increase, whether to implement strategic placement (including placement ratio and placement object), use of raised funds, issuance of a guarantee letter and all other matters related to the

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offering and listing.

Resolution: Voting Results:

Shares represented at the time of voting (including electronic voting): 161,507,349

	Voting Results	% of the total represented share present
Approval votes	155,521,757 votes (32,993,456 votes were exercised through electronic way)	96.29%
Disapproval votes	122,497 votes (122,497 votes were exercised through electronic way)	0.07%
Invalid votes	0 vote	0.00%
Abstention votes/no votes	5,863,095 votes (5,821,901 votes were exercised through electronic way)	3.63%

The above proposal was approved as proposed.

• E. Motions: No motion was raised after Chairman consulted all shareholders in attendance.

• F. Adjournment: Chairman adjourned the meeting at 9:19 am on the same day.

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		【Attachment 1】	【Attachment 1】
Dynamic Holdings Co., Ltd.	Management Regulations	No.
		Version	Version 1
	Integrity Management Code	Page	Total 7 Pages
		Established on	25 August 2022

Article 1 (Purpose and Scope)

To foster a corporate culture of ethical management and sound development, and offer a reference framework for establishing good commercial practices.

These principles applicable to business groups and organizations of the Company, which comprise its subsidiaries, any foundation to which the Company's direct or indirect contribution of funds exceeds 50 percent of the total funds received, and other institutions or juridical persons which are substantially controlled by such company ("business group").

Article 2 (Unethical conduct is prohibited)

When engaging in commercial activities, directors, managers, employees, and mandataries of the Company or persons having substantial control over the Company ("substantial controllers") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits.

Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, managers, employees or substantial controllers or other stakeholders.

Article 3 (Types of Benefits)

"Benefits" in these Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.

Article 4 (Statutory compliance)

The Company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.

Article 5 (Policy)

The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.

Article 6 (Prevention programs)

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The Company shall in its own ethical management policy clearly and thoroughly prescribe the specific ethical management practices and the programs to forestall unethical conduct ("prevention programs"), including operational procedures, guidelines, and training. When establishing the prevention programs, the Company shall comply with relevant laws and regulations of the territory where the Company and its business group are operating. In the course of developing the prevention programs, the Company are advised to negotiate with staff, labor unions members, important trading counterparties, or other stakeholders.

Article 7 (Scope of prevention programs)

When establishing the prevention programs, the Company shall analyze which business activities within their business scope which are possibly at a higher risk of being involved in an unethical conduct, and strengthen the preventive measures. The prevention programs adopted by the Companies shall at least include preventive measures against the following:

1. Offering and acceptance of bribes.

2. Illegal political donations.

3. Improper charitable donations or sponsorship.

4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.

5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.

6. Engaging in unfair competitive practices.

7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.

Article 8 (Commitment and Implementation)

The Company and their respective business group shall clearly specify in their rules and external documents the ethical corporate management policies and the commitment by the board of directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.

Article 9 (Commercial activities in a fair and transparent manner)

The Company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management. Prior to any commercial transactions, the Company shall take into consideration the legality of their agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved.

When entering into contracts with their agents, suppliers, clients, or other trading counterparties, the Company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the Company may at any time terminate or rescind the contracts.

Article 10 (Bribery is prohibited)

When conducting business, the company and their directors, managers, employees, mandataries, and substantial controllers, may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders.

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Article	11	(Illegal political donation is prohibited)
		When directly or indirectly offering a donation to political parties or organizations or
		individuals participating in political activities, the Company and their directors, managers,
		employees, mandataries, and substantial controllers, shall comply with the Political
		Donations Act and their own relevant internal operational procedures, and shall not make
		such donations in exchange for commercial gains or business advantages.
Article	12	(Improper donation or sponsorship is prohibited)
		When making or offering donations and sponsorship, the Company and their directors,
		managers, employees, mandataries, and substantial controllers shall comply with relevant
		laws and regulations and internal operational procedures, and shall not surreptitiously
		engage in bribery.
Article	13	(Unreasonable presents, hospitality or other improper benefits are prohibited)
		The Company and their directors, managers, employees, mandataries, and substantial
		controllers shall not directly or indirectly offer or accept any unreasonable presents,
		hospitality or other improper benefits to establish business relationship or influence
		commercial transactions.
Article	14	(Infringement of intellectual property rights is prohibited)
		The Company and their directors, managers, employees, mandataries, and substantial
		controllers shall observe applicable laws and regulations, the company's internal operational
		procedures, and contractual provisions concerning intellectual property, and may not use,
		disclose, dispose, or damage intellectual property or otherwise infringe intellectual property
		rights without the prior consent of the intellectual property rights holder.
Article	15	(Conducts of unfair competition is prohibited)
		The Company shall engage in business activities in accordance with applicable competition
		laws and regulations, and may not fix prices, make rigged bids, establish output restrictions
		or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines
		of commerce.
Article	16	(Preventing products and services from damaging the safety of its stakeholders)
		In the course of research and development, procurement, manufacture, provision, or sale of
		products and services, the Company and its directors, managers, employees, mandataries,
		and substantial controllers shall observe applicable laws and regulations and international
		standards to ensure the transparency of information about, and safety of, its products and
		services. It shall also adopt and publish a policy on the protection of the rights and interests
		of consumers or other stakeholders, and carry out the policy in its operations, with a view to
		preventing its products and services from directly or indirectly damaging the rights and
		interests, health, and safety of consumers or other stakeholders. Where there are sufficient
		facts to determine that the company's products or services are likely to pose any hazard to
		the safety and health of consumers or other stakeholders, the company shall, in principle,
		recall those products or suspend the services immediately.
Article	17	(Organization and Responsibility)

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The directors, managers, employees, mandataries, and substantial controllers of the Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies.

To achieve sound ethical corporate management, the Company shall establish a dedicated unit that is under the board of directors and responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis:

1. Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.

2. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business.

3. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.

4. Promoting and coordinating awareness and educational activities with respect to ethics policy.

5. Developing a whistle-blowing system and ensuring its operating effectiveness.

6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.

Article 18 (Compliance requirement to conduct business)

The Company and its directors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.

Article 19 (Conflict of interest avoidance)

The Company shall adopt policies for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for directors, managers, and other stakeholders attending or present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the company.

When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, managers, and other stakeholders attending or present at board meetings of the Company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.

The Company's directors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the company to obtain improper benefits for themselves, their spouses, parents, children or any other person.

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Article 20 (Accounting and Internal control)

The company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results.

The internal audit unit of the Company shall periodically examine the company's compliance with the foregoing systems and prepare audit reports and submit the same to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.

The results of examination in the preceding paragraph shall be reported to senior management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the board of directors.

Article 21 (Procedures and guidelines)

The company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide directors, managers, employees, and substantial controllers on how to conduct business. The procedures and guidelines should at least contain the following matters:

1. Standards for determining whether improper benefits have been offered or accepted.

2. Procedures for offering legitimate political donations.

3. Procedures and the standard rates for offering charitable donations or sponsorship.

4. Rules for avoiding work-related conflicts of interests and how they should be reported and handled.

5. Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.

6. Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct.

7. Handling procedures for violations of these Principles.

8. Disciplinary measures on offenders.

Article 22 (Training and Performance appraisal system)

The chairperson, general manager, or senior management of the Company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis.

The Company shall periodically organize training and awareness programs for directors, managers, employees, mandataries, and substantial controllers and invite the companies' commercial transaction counterparties so they understand the companies' resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct.

The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.

Article 23 (Whistle-blowing system)

The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following:

1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports.

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1. Dedicated personnel or unit appointed to handle whistle-blowing system. Any tip involving a director or senior manager shall be reported to the independent directors or supervisors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted.

2. Follow-up measures to be adopted depending on the severity of the circumstances after investigations of cases reported are completed. Where necessary, a case shall be reported to the competent authority or referred to the judicial authority.

3. Documentation of case acceptance, investigation processes, investigation results, and relevant documents.

4. Confidentiality of the identity of whistle-blowers and the content of reported cases, and an undertaking regarding anonymous reporting.

5. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing.

6. Whistle-blowing incentive measures.

When material misconduct or likelihood of material impairment to the Company comes to its awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.

• Article 24 (Disciplinary and Appeal system)

The Company shall adopt and publish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response.

Article 25 (Information Disclosure)

The Company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy. They shall also disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on their company websites, annual reports, and prospectuses, and shall disclose their ethical corporate management best practice principles on the Market Observation Post System.

• Article 26 (Ethical corporate management policies and measure for better implementation)

The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage their directors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.

Article 27 (Implement)

The ethical corporate management best practice principles of the company shall be implemented after the board of directors grants the approval, and reported at a shareholders' meeting. The same procedure shall be followed when the principles have been amended. When the ethical corporate management best practice principles are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an

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independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objection or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting.

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