FOCL — AGM Information 2024

Jul 9, 2024

Fortune Oriental Co., Ltd. Minutes of 2024 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 24, 2024 (Monday)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 ：

48,516,480 shares were represented by the shareholders and proxies present (including16,869,898 shares represented by shareholders executing voting rights through e-voting), which amounted to

59.16% of the Company’s 82,008,000 issued and outstanding shares.

Chairman ： Chen, Pi-Hua / Recorder ： Lin Hui-Ling.

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

Lo, Kuang-Wei, Director

Lo, Kuang-Li, 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. Reports matters

Report 1

The Company's 2023 Business Report and financial Statements

Explanatory Notes ： The Company's 2023 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 2023 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 2023

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 2023, Please refer to 【 Attachment 3 】 of this

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Handbook.

(Each shareholder is hereby informed of the said report)

4. Acknowledged matters

1. (Proposed by the Board )

Proposal :

Adoption of the 2023 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 2023 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 ： 48,516,480

Votes in	Favor	Votes against	Votes against	Votes invalid	Votes invalid	Votes abstained	Votes abstained
Shares	%	Shares	%	Shares	%	Shares	%
48,462,475	99.88	9,134	0.01	0	0	44,871	0.09

2. (Proposed by the Board ) Proposal :

Adoption of the Proposal for 2023 Deficit Compensation Explanation:

(1)Please refer to the 2023 Deficit Compensation Statement as follows:

Fortune Oriental Co., Ltd.
Deficit Compensation Statement
Year 2023
		(Unit：NTD$)
Unappropriated retained earnings of Year 2022	$	(147,248,608)
Add：2023 Net Income		37,249,460
Deficit yet to be compensated	$	(109,999,148)

(2). The Company proposed not to distribute dividends, remuneration of directors and employees.

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Resolution ： the above proposal was accepted as submitted.

Voting Results ： Shares represented at the time of voting ： 48,516,480

Votes in	Favor	Votes against	Votes against	Votes invalid	Votes invalid	Votes abstained	Votes abstained
Shares	%	Shares	%	Shares	%	Shares	%
48,462,226	99.88	9,383	0.01	0	0	44,871	0.09

5. Matters for Discussion

1. (Proposed by the Board )

Proposal :

• Description:

• 1.To facilitate and activate development and utilization of the company’s assets and enhance the shareholder’s rights and public interest, the subsidiaries Vast Power Corporation (hereinafter referred to as VPC ) and Dajixiang International Construction Co., Ltd. (hereinafter referred to as DICCL) plan to take part in the “Urban Renewal Project Plan and Right Transformation Plan for 58 lands, including land number 724, section Huiguo, Xindian District, New Taipei City” (hereinafter referred to as the proposal) formulated by the related party Hecheng Construction Co., Ltd., serving as the implementer.

• 2.The value of rights that shall be allocated after renewal for the subsidiaries VPC and DICCL is calculated based on the Urban Renewal Act and its relevant regulations. In the scope of rights transformation of this proposal, the remaining amount of common sharing is deducted from the total value of rights of the lands and buildings after renewal. The value of allocated rights after renewal is calculated based on the ratio of the value of rights before renewal for each company. The result of evaluation performed by Elite Real Estate Appraisers Joint Firm is shown below:

Unit:NTD

		Unit:NTD
Company name	The value of rights before renewal	The value of allocated rights after renewal
VPC	10,742,828	17,071,622
DICCL	638,493,244	1,014,641,134

The actual value of allocated rights after renewal is subject to the right transformation plan of this proposal approved by the New Taipei City Government.

• 3.The follow-up operations are executed for this proposal based on the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and the adjustment adapted to the

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competent authority or regulations. If there are unsettled affairs or if this proposal must be amended due to objective environment, market condition or fact, the Chairman is authorized to act on the amendment.

• 4.This proposal is approved by the Audit Committee. It is proposed to the Board for resolution as required by law and then proposed to the shareholders’ meeting for discussion. Resolution: the above proposal was accepted as submitted.

Voting Results ： Shares represented at the time of voting ： 48,516,480

Votes in	Favor	Votes against	Votes against	Votes invalid	Votes invalid	Votes abstained	Votes abstained
Shares	%	Shares	%	Shares	%	Shares	%
48,462,909	99.88	8,376	0.01	0	0	45,195	0.09

6. Questions and Motions ： (None.)

7. Adjournment ： Meeting ended at 09:12am

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

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