FOCL — AGM Information 2023

Jul 14, 2023

Fortune Oriental Co., Ltd. Minutes of 2023 Shareholders’ Meeting

(Translation)

(This document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version

shall prevail.)

Date ： June 28, 2023 (Wednesday)at 9:00 a.m.

Place ： Taoyuan Administration Building

(No. 19, Aly. 51, Ln. 50, Daren Rd., Taoyuan Dist., Taoyuan City.)

Method of Convening the Meeting ： Physical shareholders’ meeting

Shares represented at the meeting ：

51,566,396 shares were represented by the shareholders and proxies present (including4,582,798 shares represented by shareholders executing voting rights through e-voting), which amounted to 62.87% of the Company’s 82,008,000 issued and outstanding shares.

Chairman ： Chen, Pi-Hua / Recorder ： Hao, Poey-Lin

Directors present ： Chen, Pi-Hua, Chairman of the Board of Directors

Lo, Kuang-Wei, Director Liu, Chung-Min, Director

Yang, Cheng-Tsung, Independent director ( Audit Committee Convener) Wang, Chao-Hsiang, Independent director

Attendees ： Huang, Shih-Chia, CPA, G&F ； Lin,Hsiu-Hsiang, Attorney ； Lin,Chih-Tsung, CFO

1. Announcement of Commencement of the meeting ：

The Aggregate shareholding of the shareholders present constituted a quorum. The Chairman called the meeting to order.

2. Chairman’s Remarks : (omitted)

3.Status Reports

Report 1

The Company's 2022 Business Report and financial Statements

Explanatory Notes ： The Company's 2022 Business Report and financial Statements. Please refer to

【 Attachment 1 and 4 】 of this Handbook

(Each shareholder is hereby informed of the said report)

Report 2

Audit Committee’s Report of the 2022 Audited Financial Reports

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Explanatory Notes ： Audit Committee’s Review Report. Please refer to 【 Attachment 2 】 of this Handbook

(Each shareholder is hereby informed of the said report)

Report 3

Report on Remuneration of Individual Directors 2022

Explanatory Notes ：

• I. Remuneration policies, standards, and packages, the procedure for determining remuneration paid to directors, and its linkage to operating performance and future risk exposure.

• (1)Policy, standards, and composite of the remuneration payment:

  • The remunerations and compensations to the directors ( independent directors included) comply with the Articles of Incorporation.

  • a.The remunerations to directors are determined by referring to their engagement in and contributions to the Company’s operation and the common standards among the peers, while considering their personal attendance to board meetings, the positions in the Audit and Remuneration Committees, as well as the risks assumed as the payment criteria.

  • b.Remuneration to directors: when the Company makes profits, a percentage specified in the Articles of Incorporation is provided.

• (2) Procedures of remuneration determination:

  • a.Pursuant to the Articles of Incorporation, where the Company makes profits in a year, no more than 3% shall be provided as the remuneration of directors. However, when the Company still has a cumulative deficit, it shall reserve an amount to compensate for the deficit in advance and then allocate the remuneration of directors.

  • b.The fixed remunerations to the directors are proposed by the Remuneration Committee and approved by the Board of Directors.

• (3) Linkage to operating performance and future risk exposure

  • The remunerations to directors are paid pursuant to the Articles of Incorporation and based on the Company's annual profit, so it is closely related to the operating performance. With reference to the evaluation items of the “Rules for Performance Evaluation of Board of Directors,” the directors are given a reasonable remuneration based on their individual contribution to the Company's operating performance. The Remuneration Committee regularly reviews the remuneration system based on the contribution of individual directors to the Board and the Company's operations (including the Company's future business risks, strategic planning, and corporate social responsibility).

• II. For the remuneration of individual directors 2022, Please refer to 【 Attachment 3 】 of this

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Handbook.

(Each shareholder is hereby informed of the said report)

• 4.Approval Items

1. (Proposed by the Board )

Proposal :

Adoption of the 2022 Business Report and Financial Statements Explanation:

• (1)The Company’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, by Huang, Shih-Chia and Lee, Hui-Chin of G&F. Also Business Report and Financial Statements have been examined by the Audit Committee and adopted by the Board of The Company.

• (2)The 2022 Business Report, independent auditors’ audit report, and the above-mentioned Financial Statements. Please refer to [Attachment 1and 4] of this Handbook.

Resolution: the above proposal was accepted as submitted.

Voting Results ： Shares represented at the time of voting ： 51,566,396

Votes in	Favor	Votes against	Votes against	Votes invalid	Votes invalid	Votes abstained	Votes abstained
Shares	%	Shares	%	Shares	%	Shares	%
47,232,573	91.59	6,430	0.01	0	0	4,327,393	8.39

2. (Proposed by the Board ) Proposal :

Adoption of the Proposal for 2022 Deficit Compensation Explanation:

(1)Please refer to the 2022 Deficit Compensation Statement as follows:

==> picture [372 x 167] intentionally omitted <==

----- Start of picture text -----

Fortune Oriental Co., Ltd.
Deficit Compensation Statement
Year 2022
(Unit ： NTD$)
Unappropriated retained earnings of Year 2021 $ 242,932,868
Less ： 2022 net loss (385,361,253)
Less ： Other comprehensive income (4,820,223)
Deficit yet to be compensated $ (147,248,608)
----- End of picture text -----

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(2). The Company proposed not to distribute dividends, remuneration of directors and employees. Resolution ： the above proposal was accepted as submitted.

Voting Results ： Shares represented at the time of voting ： 51,566,396

Votes in	Favor	Votes against	Votes against	Votes invalid	Votes invalid	Votes abstained	Votes abstained
Shares	%	Shares	%	Shares	%	Shares	%
47,231,795	91.59	7,208	0.01	0	0	4,327,393	8.39

• 5.Questions and Motions ： (None.)

• Adjournment: Meeting ended at 09:10am

(No inquiries were raised by shareholders at the Shareholders’ Meeting)

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