GLOBAL PMX — M&A Activity 2019

Nov 26, 2019

GLOBAL PMX CO., LTD.

Minutes of the 2019 First Special Shareholders’ Meeting

(Translation)

Time: 9:00 AM, November 19, 2019

Place: 3F., No.398, Minquan Rd., Zhongli Dist., Taoyuan City

Quorum: 70,479,702 shares were represented by the shareholders and proxies present (including electronic voting 22,616,752 shares), which amounted to 86.02% of the Company’s 81,934,000 issued and outstanding shares.

Board Members Present: Chin-Wei Lu (Deputy chairman), Sixxon Precision Machinery Co., Ltd. Legal representative: Rui-Quan Yan, , Liang-Xiong Lin, Sui-Cheng Ho. Independent Director ： Chia-Yu Tsai, Ching-Te Ku

Attendance : General Manager Mr. En-Dao Lin, Mr. Roy Weng, CPA, Deloitte & Touche, Mr. Kyle Wang, Attorney-at-law, LCS & Partners.

Chairman: Chin-Wei Lu, Director of the Board

Recorder : Rui-Quan Yan

1. Commencement: (On behalf of Chairman of the company, a letter of appointment has been issued to appoint the director Chin-Wei Lu to act on his behalf as Chairman of the Special Shareholders’ Meeting whereas the Chairman is absent. The number of shares represented by shareholders attending the meeting has constituted a quorum, the chairman has declared the Meeting in accordance with the Company Law.)

2. Chairman’s speech: (omitted)

3. Report Items

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Proposal: The audit committee reports the review result of the merger and acquisition (M&A) for the equity of SIXXON PRECISION MACHINERY CO., LTD., which is 100% owned by SIXXON PRECISION MACHINERY CO., LTD. (Cayman Islands).

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Explanation:The review report of Audit Committee for this M&A matter, please see Attachment 1.

Summary of Shareholder statements ：

Shareholder number 6208:

1. Inform the audit committee to review the M&A project and inform shareholders on how to consider the fairness and rationality of the M&A transaction concerned.

2. What is the impact of the M&A plan on Global PMX's future regarding financial and business matters, whether it is considered thoroughly regarding its current operating conditions, subjective factors and objectives of both parties for future development?

3. Sixxon was established for about 3 years with annual EPS greater than NTD10. When is the factory purchase schedule for machinery and equipment? What is the situation of Sixxon’s annual dividend partition of allotment?

The Chairman and the relevant personnel who was designated to act on his behalf have given a reply to the shareholder inquiry.

4. Matters for Discussion

• <1> Proposed by the Board of Directors Proposal: The Company proposes to issue new shares for merging and acquiring the equity of SIXXON PRECISION MACHINERY CO., LTD., which is 100% owned by SIXXON PRECISION MACHINERY CO., LTD. (Cayman Islands)

• Explanation: 1. In order to integrate the resources of the enterprise, to enhance the economies of scale in integrated development, the Company proposes to merge and acquire the equity of SIXXON PRECISION MACHINERY CO., LTD., (hereinafter referred to as “”Sixxon”) which is 100% owned by SIXXON PRECISION MACHINERY CO., LTD. (Cayman Islands) (hereinafter referred to as “Cayman Sixxon”) in accordance with the Business Mergers And Acquisitions Act and other relevant laws and regulations.

• This M&A matter is conducted in accordance with Article 27 of the Business Mergers and Acquisitions Act. Regard to this matter, the Company proposes to execute the “shares exchange agreement” with the Cayman Sixxon, please see Attachment 2..

• The Company proposes that in this M&A deal consideration, each 1.25 common share of Sixxon receives 1 common share of the Company.

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Upon completion of this M&A matter, Sixxon will become a 100%owned subsidiary of the Company. The total number of actual paid shares of Sixxon is 30,000 thousand shares. In accordance with the share exchange ratio, the Company plans to issue 24,000 thousand new shares. The face value of new shares is NTD 10 per share and the increase in capital is NTD 240,000 thousand. After this merger and acquisition, the estimated actual paid shares of the Company will be 105,934 thousand shares, and the paid-up capital will be NTD 1,059,340 thousand. This M&A matter will be conducted subject to the resolution of the shareholders’ meeting of the Company and Cayman Sixxon and the approval of the competent authority.

1. The share exchange ratio for this M&A matter is determined by reference to the financial statements reviewed by the independent auditor and the unaudited financial statements as of June 30, 2019, and at the same time, in consideration of the current market prices of the parties and the factors that may affect shareholders' equity. Based on the current operating conditions and the factors such as the comprehensive benefits and development conditions of the operation after the merger and acquisition, the agreement is set up provided that such ratio meets the opinion issued by the appointed independent expert on the reasonableness of the share exchange ratio. Neither Company and Cayman Sixxon shall amend or adjust the share exchange ratio any time unless such amendment or adjustment is made in accordance with the provision of the Contract, other agreements of the Company and Cayman Sixxon, or the laws and regulations of the Republic of China or the requirements of the relevant competent authority. In the event that the actual share exchange ratio and the increase of the amount of capital stock for the M&A need to be adjusted due to the amendment to the “shares exchange agreement” or the requirements of the competent authority or related laws and regulations, the proposal to the shareholders meeting is requested in order to receive the authorization for the board of directors to adjust thereof.

2. The independent expert has issued the reasonableness opinion on the share exchange ratio of the Company to merge and acquire the Sixxon, please see Attachment 3.

3. The reference date of the merger and acquisition temporarily schedules on January 31, 2020. A proposal will be made to the shareholders’ meeting to authorize the board of directors in adjusting and

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announcing such a reference date based on the proceeding circumstance.

1. A proposal is made to the shareholders meeting to authorize the chairperson of the Company in negotiating, amending and executing the documents associated with the M&A matter on behalf of the Company, and fully authorize the chairperson of the Company in handling the unspecified matters of the "shares exchange agreement", except as otherwise provided in the decree and the "shares exchange agreement".

2. The receipt for the new shares issued by the Company will be based on the information on the shareholder registry of Sixxon as of the reference date. The rights and obligations of the new shares issued through capital increase for the M&A matter will be the same as the issued common shares of the Company. The odd lots are for the exchange of new share that is less than one share will be paid by the Company in cash rounding down to the nearest whole number (NTD 1) and the chairperson is authorized to request the specific person for acquisition of such odd lots at face value.

3. Regard to this M&A matter, the shareholder may, in accordance with the laws and regulations, request the Company to buy the shares held by it provided that the shareholder has expressed her objection, in writing before the shareholders’ meeting (November 19, 2019) that resolving such M&A matter or verbally with a record during the meeting and waived his/her voting right; and the shareholder filing such request shall make it in writing within 20 days since the resolution of the shareholders’ meeting was made, specify the price for buying back, and deposit certificates of his/her shares Please contact us for the relevant implementation method. Phone: 02-2696-2060.

4. The matter was approved by the audit committee on September 30, 2019.

5. Chairperson of the Company, Lin Zheng-sheng is the chairperson of Sixxon. The director, Lu Jing-wei, is the director of Cayman Sixxon and the general manager of Sixxon. The director, He Rui-zheng is the director of Cayman Sixxon. For those who are the stakeholder of this matter agree to the resolution of the M&A matter because after the merger and acquisition, two parties will have the following benefits and are beneficial to the positive development of shareholders' equity. Hence, they are in favor of this M&A matter:

6. (1) Integration of resources and the expansion of operation scale.

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8. (2) Reduce management costs to improve operational efficiency.

9. (3) Enhance market competitiveness.

10. 12.Please proceed to discuss.

Summary of Shareholder statements ：

Shareholder number 6208:

1. How those companies will be integrated its corporate resources and bring into the operational functions. What is the relationship between Sixxon and the Company? After the merger has been completed, what will be the impact of revenue, operating profit and operating margin for the next three years?

2. What is the effect of the circumstance on equity dilution and shareholders’ equity?

3. Inquire the independent expert to give an explanation in the share exchange ratio report which is the most significant comparison assessment including the necessity and rationality of adopting this method.

4. Why does the signing contract have three parties?

5. The Shareholders’ Meeting shall agree and authorize the Board of Directors’ proposed proposal, and the Board of Directors shall authorize the Chairman for further execution.

The Chairman and the relevant personnel who was designated to act on his behalf have given a reply to the shareholder inquiry.

Resolution: The subject is voting by poll and the result is: approval votes: 68,648,914 shares (including electronic voting 21,734,964 shares) accounted for 98.71% of total shares, disapproval votes: 1,012 shares (including electronic voting 12 shares), abstention votes / no votes: 893,776 shares (including electronic voting 881,776 shares), because the approval votes exceeded statutory votes, the subject is passed.

1. Extempore Motion: None

Summary of Shareholder statements ：

Shareholder number 6208:

1. Why do you have to go through two-tier overseas holding company procedures for investing in mainland China?

2. In regard to material information of the investment in mainland China, whether the amount of investment in Global PMX Co., Ltd. in Zhejiang is correct?

3. Adjournment: 10:20 AM, November 19, 2019.

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Chairman: Chin-Wei Lu

Recorder: Rui-Quan Yan

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Attachment 1

GLOBAL PMX CO., LTD.

The review report of Audit Committee for this M&A matter

The audit committee reports the review result of the merger and acquisition (M&A) for the equity of SIXXON PRECISION MACHINERY CO., LTD., which is 100% owned by SIXXON PRECISION MACHINERY CO., LTD. (Cayman Islands).

1. The Commission shall exercise the functions and powers of the Special Committee of the Merger and Acquisition in accordance with Article 6 of the Business Mergers and Acquisitions Act and Articles 2 and 6 of the Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition.

2. The Committee considers the current operating conditions and the objective factors of the future development of the two companies, and considers the “opinion issued by the independent expert on the reasonableness of the share exchange ratio” issued by an independent expert, Tasi Jin Mei CPA. The exchange ratio of this M&A matter is that each 1.25 common share of Sixxon receives 1 common share of the Company, which is located within the reasonable range recommended by the above independent expert. The Committe regards this share exchange ratio is reasonable. After the shares exchange agreement is reviewed, it is formulated based on the relevant provisions of laws, and its share exchange ratio and conditions are fairly in line with the principle of fairness.

3. The Committee was convened on September 30, 2019, to review the fairness and reasonableness of the M&A matter and report the review result to the board of directors of the Company and the 2019 First Special Shareholders Meeting.

4. To

GLOBAL PMX CO., LTD. 2019 First Special Shareholders’ Meeting

GLOBAL PMX CO., LTD.

Audit committee chairperson ： Tsai Chia-Yu September 30, 2019

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Attachment 2

Share Exchange Agreement

This shares exchange agreement (hereinafter referred to as the " Contract ") is signed by the following parties on September 30, 2019 (hereinafter referred to as the " Signing Dat e"):

GLOBAL PMX CO., LTD. (A company was registered under the laws of the Republic of China, hereinafter referred to as "Party A");

SIXXON PRECISION MACHINERY CO., LTD. (Cayman Islands) (a company established under the laws of the Cayman Islands, hereinafter referred to as "Party B"); SIXXON PRECISION MACHINERY CO., LTD. (a company is established under the laws of the Republic of China, hereinafter referred to as "Party C")

(The aforesaid Party A, Party B, and Party C are collectively referred to as "Party" and collectively referred to as "Parties").

Preamble

The principal business of Party A is the mechanical processing, manufacturing, and trading of precision metal parts, and its shares are listed on the Taiwan Stock Exchange; Party B is the sole corporate shareholder of Party C who holds 100% of the issued shares of Party C; Party C is a non-public issuance company that mainly manufactures the mechanical components for electronic components, automobiles, and their parts;

Party A intends to issue new shares of common stock (hereinafter referred to as the “ New Shares of Party A ”) as a consideration under the terms and conditions of this Contract, and acquire the total of 30,000,000 shares of Party C which is held by Party B (hereinafter referred to as “ Underlying Shares ”); Party B intends to subscribe the new shares issued by Party A through capital increase with the consideration of the Underlying Shares in accordance with the terms and conditions of this Contract; Party A intends to become the parent company which holds 100% equity of Party C through the above-mentioned share exchange, so that it makes Party B become the shareholders of Party A.

Based on the above consensus and understanding, all parties hereby have jointly set the terms of this Contract as follows:

Article 1 Shares exchange and ratio

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• 1.1 All parties hereby agree that Party A and Party B will complete the share exchange in accordance with the terms of this Contract by means of the share exchange method stipulated in the Business Mergers And Acquisitions Act of the Republic of China and related laws and regulations (hereinafter referred to as the “Share Exchange Matter”). Party A shall issue the new shares of Party A in accordance with the share exchange ratio under Article 3 of this Contract (to Party B, as the consideration for obtaining the shares of the Underlying Shares held by Party B, Party C will become a 100% owned subsidiary of Party A after the exchange of the above shares.

Article 2 The capital, the number and types of shares issued of the company before the exchange of the shares

• 2.1 The capital, number of shares issued and types of Party A

• 2.1.1 As of the signing date of this Contract, the registered statutory capital of Party A is NTD 1,500,000,000, divided into 150,000,000 shares, each with a face value of NTD 10; the registered paid-up capital is NTD 819,340,000, divided into 81,934,000 shares, each with a face value of NTD 10, are common shares.

• 2.1.2 Party A also has issued the unsecured convertible bond of NTD 1,500,000,000 at the conversion price of NTD 179.

• 2.2 The capital, number of shares issued and types of Party C

• 2.2.1 As of the signing date of this Contract, the registered statutory capital of Party C is NTD 300,000,000, divided into 30,000,000 shares, each with a face value of NTD 10; the registered paid-up capital is NTD 300,000,000, divided into 30,000,000 shares, each with a face value of NTD 10, are common shares.

• 2.2.2 Party C has not issued any other options, warrants, bonds that can convert or exchange its shares or other securities of an equity nature, or sign any contract with the consent for such issuance.

Article 3 Share Exchange Ratio

• 3.1 The Share Exchange Ratio of this Share Exchange Matter is agreed by Party A and Party B through the comprehensive analysis on the current financial information, stock market price, net value per share, operation performance, future business development and other key factors of Party A and Party C that may affect shareholders’ equity through the consent of Party A and Party

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B. It is determined by the agreement between the two parties.

• 3.2 Except for the adjustment of the share exchange ratio in accordance with the terms of this Contract, the exchange ratio of the share exchange case is 1.25 share of the ordinary shares of Party C held by Party B for every 1 share issued by Party A (ie, the share exchange ratio for the new shares of Party A and the underlying shares is 1: 1.25, hereinafter referred to as the “Share Exchange Ratio”). Except as otherwise provided in this Contract, other agreements between Party A and Party B, or the laws of the Republic of China or the relevant requirements of competent authorities, neither party shall arbitrarily change or adjust the Share Exchange Ratio.

• 3.3 Party A will issue 24,000,000 shares of common shares to Party B for this Shares Exchange Matter, each with a face value of NTD 10 and the total amount of newly issued shares is expected to be NTD 240,000,000. However, the total number of new shares actually issued shall be adjusted in accordance with the Share Exchange Ratio under Articles 3.2 or 4 of this Contract. The rights and obligations for the shares that were acquired by Party B due to this Share Exchange Matter are the same as those of original issued common shares of Party A.

• 3.4 The odd lots incurred after the share of Party A was exchanged in accordance with the Share Exchange Ratio are for the exchange of new share that is less than one share will be paid by the Company in cash rounding down to the nearest whole number (NTD 1) and the chairperson is authorize to request the specific person for acquisition of such odd lots at face value.

• 3.5 After the share exchange, the net value per share of Party A of the latest fiscal year and prospective financial report is higher than the net value per share before such exchange.

Article 4 Adjustment to the Share Exchange Ratio

• 4.1 From the Signing Date to the reference date of the share exchange (included), this Share Exchange Matter will be adjusted in accordance with the Share Exchange Ratio agreed by Party A and Party B under this Contract for the following reasons:

• 4.1.1 Party A or Party C may have material disasters, material-technical adverse changes, or other matters that material adverse effects affect its business, operations, finances, property, assets, etc., affect shareholders' equity or securities prices so that the adjustments to the share exchange ratio is necessary.

• 4.1.2 It is necessary to adjust the share exchange ratio due to changes in the law or due to the requirements of the competent authority, or in order to

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obtain the permission, approval or be check and reference of the competent authority.

• 4.1.3 The occurrence of other material events (including but not limited to the breach of warranty under this Contract by either Party A or Party B) is sufficient to be recognized that there is a material change in the basis of calculation of Article 3 so that it is necessary to adjust the Share Exchange Ratio.

• 4.2 Except as otherwise provided in other agreement under this Contract or agreed by the parties, from the Signing Date of this Contract and before the reference date of share exchange (included), in the event of the occurrence of any circumstance described in proceeding Paragraph of this Article, Party A and Party B or the respective authorized person shall negotiate the adjustment to the Share Exchange Ratio in good faith and reach an agreement based on the elements for share exchange ratio under Article 3.1 of this Contract within seven (7) business days upon knowing such matter or within seven (7) business days after the notice or official document from competent authority was served (if necessary, a reasonable longer period may be agreed by both Party A and Party B).

• 4.3 Under the circumstances listed in Article 4.1 of this Contract, if both Party A and Party B are unable to reach a consensus on the adjustment to the share exchange ratio in good faith within the time limit in accordance with the negotiation principle of the preceding Paragraph, unless both Party A and Party B agree in writing to postpone the reference date of share exchange, either Party may terminate this Contract by written notice to the other Party within seven (7) business days after the expiration of the period set out in Article 4.2.

Article 5 The reference date of share exchange

• 5.1 Both Party A and Party B agree to authorize the board of directors of both Parties to jointly set time and place for the reference date to complete the share exchange under this Contract (hereinafter referred to as the “Reference Date”) after the resolution of the board of directors of Party A and the shareholders meeting of Party C for the execution of this Contract and the receipt of the approval of the relevant competent authority. The reference date for the capital increase for Party B subscribing the new shares issued by Party A through capital increase with the consideration of the Underlying Shares in accordance with the terms and conditions of this Contract is the reference date of share exchange for the Share Exchange Matter (hereinafter referred to as the “Reference Date of Share Exchange”) is temporarily scheduled on January 31, 2020. However, the aforesaid date may be adjusted through the agreement between Party A and Party B depending on the actual operation procedures. If either Party fails to meet the conditions precedent of Article 6 under this Contract before the date of the share conversion (relevant necessary procedures such as the receipt of necessary approval from the

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competent authority, validity upon declaration, the completion of the resolution by the board of directors and/or the shareholders’ meeting), such party may agree to change the reference date of the share exchange through its board of directors or its personnel authorized by the board of directors with other Party.

Article 6 The prerequisites for share exchange

• 6.1 Except for the following specific conditions waived by Party A in writing, all the following conditions on the reference date of the share exchange are the prerequisites for Party A to fulfill the obligations of this Share Exchange Matter:

• 6.1.1 Regard to this Share Exchange Matter, Party B and Party C shall obtain the permission, consent, approval, verification, validity upon declaration, or other supporting documents of the competent authorities of Taiwan government in advance, and have obtained such permission, consent, approval, verification, validity declaration or other supporting documents.

• 6.1.2 Regard to this Share Exchange Matter, Party B and Party C shall pass internal legal procedures and/or obtained authorization in advance and have passed internal legal procedures and/or obtained authorization (including but not limited to the board of directors and the shareholders meeting in accordance with the provisions of the Business Mergers And Acquisitions Act) .

• 6.1.3 The representations and warranties of Party B and Party C are accurate, true and correct on the Signing Date of this Contract and the Reference Date of Share Exchange, and there is no false, concealment or misleading matter, but the prerequisites have been fulfilled if both Party A and Party B have agreed on the adjustment to the share exchange ratio in accordance with Article 4 of this Contract due to proceeding matters, or Party A agrees in writing.

• 6.1.4 Party B and Party C do not violate the undertakings, obligations or responsibilities related to this Contract and the Share Exchange Matter and have no matter that needs to be not corrected or ratified. However, the prerequisites have been fulfilled if both Party A and Party B have agreed on the adjustment to the share exchange ratio in accordance with Article 4 of this Contract due to proceeding matters, or Party A agrees in writing.

• 6.1.5 There is no occurrence of any matter for Party A to rescind or terminate this Contract in accordance with Article 14 of this Contract.

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• 6.2 Except for the following specific conditions waived by Party B and Party C in writing, the satisfcation of all the following conditions on the Reference Date of the Share Exchange is the prerequisites for Party B and Party C to perform the obligations of this Share Exchange Matter:

• 6.2.1 Regard to this Share Exchange Matter, Party A shall obtain the permission, consent, approval, verification, validity upon declaration, or other supporting documents of the competent authorities of Taiwan government, including but not limited to Taiwan Stock Exchange Corporation and Securities and Futures Bureau, Financial Supervisory Commission, R.O.C., in advance, and have obtained such permission, consent, approval, verification, validity declaration or other supporting documents.

• 6.2.2 Regard to this Share Exchange Matter, Party A shall pass internal legal procedures and/or obtained authorization in advance and have passed internal legal procedures and/or obtained authorization (including but not limited to the board of directors and the shareholders meeting in accordance with the provisions of the Business Mergers And Acquisitions Act) .

• 6.2.3 The representations and warranties of Party A are accurate, true and correct on the Signing Date of this Contract and the Reference Date of Share Exchange, and there is no false, concealment or misleading matter, but the prerequisites have been fulfilled if both Party A and Party B have agreed on the adjustment to the share exchange ratio in accordance with Article 4 of this Contract due to proceeding matters, or Party A agrees in writing.

• 6.2.4 Party A does not violate the undertakings, obligations or responsibilities related to this Contract and the Share Exchange Matter and has no matter that needs to be not corrected or ratified. However, the prerequisites have been fulfilled if both Party A and Party B have agreed on the adjustment to the share exchange ratio in accordance with Article 5 of this Contract due to proceeding matters, or Party A agrees in writing.

• 6.2.5 There is no occurrence of any matter for Party B to rescind or terminate this Contract in accordance with Article 13 of this Contract.

• 6.3 Any party who knows at any time that certain facts or situations may result in failing to complete, delaying the completion time of, or making some difficulties to perform the prerequisites for the share exchange as set out in Article 5 of this Contract shall immediately notify the other two parties.

Article 7 The completion of the share exchange

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• 7.1 Party B shall transfer all the underlying shares to Party A in accordance with the laws on the Reference Date of the Share Exchange, and cooperate with Party A to handle relevant procedures, including but not limited to signing the application for share transfer, assigning the share by way of endorsement, and collaborating with Party A to change the shareholder registry from Party C to Party A.

• 7.2 Party A shall, upon completion of Party B's performance as agreed in the preceding paragraph, immediately deliver the new shares of Party A through capital increase exchanged by Party B in the form of the book-entry operations for centrally deposited securities, and apply to the Taiwan Stock Exchange Corporation for listing in accordance with relevant laws and regulations.

Article 8 The term of directors and supervisors

• 8.1 In the event that as of the Reference Date, the term of the directors and supervisors of Party C has not been expired, the functions of such directors and supervisors shall be exercised continuously until the expiration of the term of the said directors and supervisors

Article 9 The representations and warranties of Party A

Party A hereby represents and warrants the following matters to Party

B :

• 9.1 The legality and validity of this Contract: The execution of this Contract and the performance of any obligations under this Contract of Party A will not contravene or violate any laws, regulations, judgments, disciplinary actions taken by the competent authorities, or contracts or agreements with third parties.

• 9.2 The ability of to perform the Contract Party A has the legal authority to legally and effectively complete the capital increase and issue new shares procedures to execute this Share Exchange Matter.

• 9.3 The binding of this Contract: Party A is legally authorized to sign this Contract, and this Contract constitutes a legal, effective and binding obligation to Party A and may be enforced in accordance with its terms. The execution of this Contract and the performance of any obligations under this Contract of Party A will not contravene or violate any laws, regulations, judgments, disciplinary actions taken by the competent authorities, or contracts or agreements with third parties.

• 9.4 Duly registration and valid existence of the Company: Party A is a company limited by shares that is duly registered and validly existing under the laws of the Republic of China and has all the necessary capabilities and authority to engage in the business of its Article of Incorporation and to hold its assets recorded on the internal books in accordance with the law. Party A has not made its own resolutions or has been filed by third parties or ruled by the

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court for the business discontinuation, dissolution, liquidation, bankruptcy, reconciliation or reorganization.

• 9.5 Shares: As of the signing date of this Contract, the registered statutory capital of Party A is NTD 1,500,000,000, divided into 150,000,000 shares, each with a face value of NTD 10; the registered paid-up capital is NTD 819,340,000, divided into 81,934,000 shares, each with a face value of NTD 10, are common shares. All shares issued by Party A have been effectively issued in accordance with the laws of the Republic of China and related laws and regulations and have been fully paid.

• 9.6 No material changes: The operations of Party A and its subsidiaries are maintained in normal operation and there is no violation of laws and regulations, court judgments, orders or disciplinary actions of the competent authorities, Article of Incorporation or other regulations related to internal control and internal audit and corporate governance so that such matters would have a material adverse effect on the financial, business, property, operations or shareholders' equity of Party A and its subsidiaries.

• 9.7 All documents and information provided by Party A in connection with this Share Exchange Matter are true and accuate, and there is no false, concealment or misleading.

• 9.8 Other material matters: Except that the representations and warranties are made under the proceeding Articles and Paragraphs and matters have been disclosed to Party B, to the best of the knowledge of Party A, there are no other existed and contingent material matters that such matters would have a material adverse effect on the financial, business, property, operations or shareholders' equity of Party C.

Article 10 The representations and warranties of Party B

• 10.1 Party B shall make the representations and warranties to Party A regard to the Share Exchange Matter and the following matters shall be accurate and correct as of the Signing Date of this Contract and the Reference Date of the Share Exchange, respectively:

• 10.1.1 The legality and validity of this Contract: The execution of this Contract and the performance of any obligations under this Contract of Party B will not contravene or violate any laws, regulations, judgments, disciplinary actions taken by the competent authorities, or contracts or agreements with third parties.

• 10.1.2 The ability of performing the Contract, all and disposal authority Party B has complete ownership and disposition right over the shares of Party C held by it, which may be used to complete the Shares Exchange Matter and does not impose any burden on such shares, including but

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not limited to defects, such as pledge, guarantee, or subject to third party trust, restriction on trading or other rights, and there is no possibility of being enforced over such shares.

• 10.1.3 The binding of this Contract: Party B is legally authorized to sign this Contract, and this Contract constitutes a legal, effective and binding obligation to Party B and may be enforced in accordance with its terms. The execution of this Contract and the performance of any obligations under this Contract of Party B will not contravene or violate any laws, regulations, judgements, disciplinary actions taken by the competent authorities, or contracts or agreements with third parties.

• 10.1.4 Duly registration and valid existence of the Company: Party B is a company limited by shares that is duly registered and validly existing under the laws of Cayman Islands and has all the necessary capabilities and authority to engage in the business of its Article of Incorporation and to hold its assets recorded on the internal books in accordance with the law. Party B has not made its own resolutions or has been filed by third parties or ruled by the court for the business discontinuation, dissolution, liquidation, bankruptcy, reconciliation or reorganization.

• 10.1.5 No material changes: The operations of Party B and its subsidiaries are maintained in normal operation and there is no violation of laws and regulations, court judgments, orders or disciplinary actions of the competent authorities, Article of Incorporation or other regulations related to internal control and internal audit and corporate governance so that such matters would have a material adverse effect on the financial, business, property, operations or shareholders' equity of Party B and its subsidiaries.

• 10.1.6 Party B has no breach, false or concealment in respect of the representations and warranties about the Party C in this Contract to Party A.

• 10.1.7 Other material matters: Except that the representations and warranties are made under the proceeding Articles and Paragraphs and matters have been disclosed to Party A, to the best of the knowledge of Party B, there are no other existed and contingent material matters that such matters would have a material adverse effect on the financial, business,

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property, operations or shareholders' equity of Party C.

• 10.2 Party C shall make the representations and warranties to Party A regard to the Share Exchange Matter and the following matters shall be accurate and correct as of the Signing Date of this Contract and the Reference Date of the Share Exchange, respectively:

• 10.2.1 Duly registration and valid existence of the Company: Party C is a company limited by shares that is duly registered and validly existing under the laws of the Republic of China and has all the necessary capabilities and authority to engage in the business of its Article of Incorporation and to hold its assets recorded on the internal books in accordance with the law. Party C and its subsidiaries have obtained all necessary licenses, approvals, and permits to operate their existing business in order to legally operate their business. Party C and its subsidiaries have not made their own resolutions or have been filed by third parties or ruled by the court for the business discontinuation, dissolution, liquidation, bankruptcy, reconciliation or reorganization.

• 10.2.2 Shares of Party C: As of the signing date of this Contract, the registered statutory capital of Party C is NTD 300,000,000, divided into 30,000,000 shares, each with a face value of NTD 10; the registered paid-up capital is NTD 300,000,000, divided into 30,000,000 shares, each with a face value of NTD 10, are common shares. All shares issued by Party C have been effectively issued in accordance with the laws of the Republic of China and related laws and regulations and have been fully paid. Party C has not issued any other options, warrants, bonds that can convert or exchange its shares or other securities of an equity nature, or sign any contract with the consent for such issuance.

• 10.2.3 No material changes: The operations of Party C are maintained in normal operation and there is no violation of laws and regulations, court judgments, orders or disciplinary actions of the competent authorities, Article of Incorporation or other regulations related to internal control and internal audit and corporate governance so that such matters would have a material adverse effect on the financial, business, property, operations or shareholders' equity of Party C.

• 10.2.4 Declaration and payment of taxation: The tax that shall be declared by Party C in accordance with the laws has been truthfully declared within

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the statutory time limit and has been fully paid within the time limit for payment and there is no matter, such as delinquent, omission or underreporting tax of payment, non-collection or under-collection of tax, tax evasion or other violations of relevant tax laws, orders so that such matters would have a material adverse effect on the financial, business, property, operations or shareholders' equity of Party C.

• 10.2.5 No new significant debts: Except for those which have been disclosed or have used for normal operation activities, Party C has not incurred any new material debts, obligations, liabilities or contingent liabilities, so that such matter would have a material adverse effect on the business, finance, property, operations or shareholders' equity of Party C.

• 10.2.6 All documents and information (including financial statements and other financial, business, legal and other information) provided by Party C in connection with this cooperation are true and accurate, and there is no false, concealment or misleading.

• 10.2.7 Other material matters: Except that the representations and warranties are made under the proceeding Articles and Paragraphs and matters have been disclosed to Party A, to the best of the knowledge of Party C, there are no other existed and contingent material matters so that such matters would have a material adverse effect on the financial, business, property, operations or shareholders' equity of Party C.

Article 11 Undertakings

• 11.1Except as otherwise provided in this Contract and agreed by the parties, from the Signing Date of this Contract to the Reference Date of the Share Exchange, Party A undertakes to perform the following matters:

• 11.1.1 Party A shall continue its business and manage its financial and business items, etc. in accordance with relevant laws and regulations, the Article of Incorporation and business rules, including but not limited to maintaining the integrity of business and organization (including subsidiaries and subordinates); maintaining the existing relationship with the business and the validity of all contracts that is importance to the business and the stability of the business; maintaining the proper operation of the management for the business.

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• 11.2Except as otherwise provided in this Contract and agreed by the parties, from the Signing Date of this Contract to the Reference Date of the Share Exchange, Party B undertakes to perform the following matters:

• 11.2.1 Party B shall and shall course Party C to continue its business and manage its financial and business items, etc. in accordance with relevant laws and regulations, the Article of Incorporation and business rules, including but not limited to maintaining the integrity of business and organization (including subsidiaries and subordinate companies); maintaining the existing relationship with the business and the validity of all contracts that is importance to the business and the stability of the business; maintaining the proper operation of the management for the business.

• 11.2.2 Without the prior written consent of Party A, Party B shall not transfer, trade, donate, restrict the sale, pledge, sell, trust or establish a burden or guarantee to the third party.

• 11.2.3 Party B shall not cause Party C to do the following acts without the prior written consent of Party A:

• (a)Resolutions or processes for the capital increase, issue new shares, issue dividends, employee stock option certificates or employee bonuses, or issue securities of equity nature, or other agreements or covenants that have a significant impact on the shareholding structure of the Company.

• (b)Repurchase either directly or indirectly the issued shares or equity securities of an equity nature by themselves or through a third party.

• 11.2.4 Party B shall not do or cause Party C to do the following acts without the prior written consent of Party A:

• (a)Amendment to the Article of Incorporation

• (b)Conduct the action under Article 185 Paragraph 1 of the Company Act or other disposition actions that significantly affect the finances, business or property of the Company.

• (c)Sign the contract or commitment of any merger, share exchange, split, share swap, strategic alliance, joint venture or investment with an external party.

• (d)Resolutions or execution of the reduction, liquidation, dissolution,

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restructure or bankruptcy.

• 11.2.5 Any party shall, in good faith, promote and ensure the purpose of the successful completion of this cooperation, and in accordance with the nature of the business and the requirements of each law and regulation comply with and handle the necessary legal procedures, and cooperate with each other to deal with or exclude requirements or variables that may affect the smooth performance of this cooperation.

Article 12 Confidentiality

• 12.1To sign and perform the relevant agreement of this Contract, any party herein (hereinafter referred to as the “Receiving Party”) knows or obtains materials or information from the other party (hereinafter referred to as the “Disclosing Party”), provided in any form, including oral, written, electromagnetic records, etc., and provided before or after the signing of this Contract, except for the following circumstances, that shall be considered to be the confidential information of the Disclosing Party.

• 12.1.1 Confidential Information has been known to the Receiving Party prior to disclosure;

• 12.1.2 Confidential Information is known to the public or obtained from other public places before the disclosure;

• 12.1.3 Confidential Information is known to the public after it was disclosed provided that such disclosure is not due to the breach of the provisions of this agreement by the Receiving Party;

• 12.1.4 Confidential Information is obtained from a third party who legally holds such information, and the third party does not have any confidentiality obligations to the original owner of such information;

• 12.1.5 Confidential Information is independently researched and developed by the Reeving Party without reference or use of the disclosed confidential information; or

• 12.1.6 The Receiving Party shall provide or disclose information in accordance with the law or the rules or orders of the court or other government authorities provided that the scope to be provided or disclosed by the Receiving Party shall be within the scope of the law or the order of the

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relevant authority, and to the extent permitted by laws, shall notify immediately the Disclosing Party upon receipt of such order and shall cooperate with the Disclosing Party to take reasonable and necessary confidentiality measures.

• 12.2Except otherwise agreed by the Disclosing Party in writing, the Confidential Information is only provided to the responsible person and employees who are internal participants of the Receiving Party in the Share Exchange Matter to the extent necessary for the purpose of the assessment and use for the Share Exchange Matter and the financial and legal adviser employed by the Receiving Party provided that such third party shall be subject to the same level of confidentiality obligations as the Receiving Party.

• 12.3The confidentiality obligation of this Article is terminated as the Share Exchange Matter has been completed on the Reference Date of the Share Exchange. If this Contract or this Share Exchange Matter is rescinded or terminated for any reason, the Receiving party shall still be responsible for confidentiality obligation of confidential information for one year from the date of termination of this Contract, and shall immediately return or destroy the information that is confidential information, documents, materials, files, objects, plans, trade secrets and other information obtained from the Disclosing party due to the execution or performance of this Contract in accordance with the requirements of the disclosing party.

Article 13 The burden of the taxation fees

• 13.1All legal, accounting, financial advisory, taxation and other related expenses incurred from the signing or performance of this Contract shall be borne by the parties themselves.

Article 14 Termination of Contract

• 14.1Unless otherwise agreed by the parties and otherwise agreed in this Contract, this Contract may be terminated by the following reasons before the Reference Date of the Share Exchange:

• 14.1.1 All parties agree to terminate in writing.

• 14.1.2 If the Share Exchange Matter fails to make any permission, consent or approval and such failure cannot be ratified provided that this Share Exchange Matter shall be subject to the prior permission, consent or approval of the government authorities of Taiwan, this Contract will be terminated by its own accord.

• 14.1.3 Under the circumstances under Article 4.1 of this Contract, if both Party A and Party B are unable to reach a consensus on the adjustment to the

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Share Exchange Ratio in good faith within the time limit in accordance with the negotiation principle of Article 4.2, unless both Party A and Party B agree in writing to postpone the Reference Date of the Share Exchange, each party may terminate this Contract by giving written notice to the other party within seven (7) business days after the expiration of the period of Article 4.2.

• 14.1.4 Prior to the Reference Date of the Share Exchange, either party violates its representations, warranties, undertakings or other agreements as set forth in this Contract, or the representations and warranties in this Contract are untrue, false or concealed. In the event that the other party notifies such matter in writing to the violating party herein and the violating party fails to make ratification within ten (10) days upon the receipt of such notice and fails to adjust the Share Exchange Ratio in accordance with Article 4 of this Contract, the other party may notify the violating party in writing to terminate this Contract.

• 14.1.5 If any party is unable or delay to perform the obligations of this Contract due to force majeure such as war, strike, shut-down, fire, typhoon or flood, etc. and such matter is not attributable to any party, such party is not necessary to bear any responsibility to the other party provided that any such party shall notify the other party within 3 days after the knowledge of the occurrence of the aforesaid force majeure situation. The aforesaid agreement does not exempt any party from restarting the application of the Contract and fulfilling its obligations as soon as possible after stopping the force majeure situation; if the force majeure situation continues for more than 3 months or fails to stop before the Reference Date of the Share Exchange, either party may notify the other party in writing to terminate this Contract.

• 14.1.6 In the event that any party herein has been dissolved with efficient resolution, liquidated, or filed its own bankruptcy or restructure application, dissolved, ruled by the court to be insolvent or approved for restructure in accordance with relevant laws, and been appointed the bankruptcy administrator, the liquidator, or the trustee under the Bankruptcy Law, or conducted the bankruptcy or liquidation proceedings, the other party may terminate this Contract by written notice.

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• 14.1.7 This Share Exchange Matter has not been completed within 6 months after the signing of this Contract, and this contract is terminated by its own accord.

Article 15 Miscellaneous

• 15.1Severability: If any clause of this Contract is invalid due to its inconsistent with the relevant laws and regulations, only such clause is invalid and other terms are still valid. Parties shall negotiate the clause of this Contract that is invalid due to its inconsistent with the relevant laws and regulations respectively in good faith and for the purpose of this Contract. Any clause of this Contract that is subject necessary to change as directed by the relevant competent authority shall be mutually amended by the persons authorized by the board of directors of the parties in accordance with the meanings and contents directed and approved by the relevant competent authority.

• 15.2Amendment to the Contract: The amendment to this Contract shall not be effective without the written consent of the parties.

• 15.3Entire Contract: This Contract contains all understanding for the transactions contemplated by this Contract and supersedes any other oral or written agreement, convents or commitment or understanding between the Parties in respect of the Shares Exchange Matter and related events thereof prior to the Signing Date of this Contract.

• 15.4Non-transferable: Except for the prior written consent of other parties, the relevant rights and obligations of this Contract shall not be transferred to a third party.

• 15.5Headings: The headings set out in the clauses of this Contract are for reference and reading convenience only and shall not affect the interpretation or validity of any content.

• 15.6Notification: Any notice of this Contract shall be effected by registered mail or by personal delivery at the following address. If the address is changed, the change shall not be effective against other parties before the party who make such change shall notify the other parties in writing.

Party A ： GLOBAL PMX CO., LTD.

Address: Building B, 16F, No.102 Sec. 1, Xintai 5[th ] Rd., Xizhi Dist., New Taipei City, Taiwan (R.O.C)

Contact Person ： Yan Rui-Quan

TEL ： [(02)2696-2060 ext.310]

FAX ： [(02) 2696-2202]

Party B ： SIXXON PRECISION MACHINERY CO., LTD. (Cayman

Islands)

Address: No. 6, Yu 3 Road, Youth Industrial District Taoyuan 326 Taiwan(R.O.C)

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Contact Person ： Huang, Hsiu-Yen TEL ： [(03)496-5611 ext.601] FAX ： [(03)496-5616]

Party C ： SIXXON PRECISION MACHINERY CO., LTD.

Address: No. 6, Yu 3 Road, Youth Industrial District Taoyuan 326 Taiwan(R.O.C) Contact Person ： Huang, Hsiu-Yen TEL ： [(03)496-5611 ext.601] FAX ： [(03)496-5616]

• 15.7Governing Law and Jurisdiction: The interpretation of this Contract shall be governed by the Law of the Republic of China. The Taipei District Court of Taiwan is the Court of First Instance for any dispute arising from this Contract.

• 15.8Number of Originals: There shall be three original copies of this Contract, and each party shall retain one copy.

(The signature page afterwards)

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Party A ： GLOBAL PMX CO., LTD.

Representative: Lin Zheng-sheng

Party B ： SIXXON PRECISION MACHINERY CO., LTD. (Cayman Islands)

Representative: Lin En-Dao

Party C ：

SIXXON PRECISION MACHINERY CO., LTD.

Representative: Lin Zheng-sheng

September 30, 2019

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Attachment 3

GLOBAL PMX CO., LTD.

issues new shares to acquire the equity of SIXXON PRECISION MACHINERY CO., LTD., which is 100% owned by SIXXON PRECISION MACHINERY CO., LTD. (Cayman Islands) The opinion issued by the independent expert on the reasonableness of the Share Exchange Ratio

September 20, 2019

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GLOBAL PMX CO., LTD. issues new shares to acquire the equity of SIXXON PRECISION MACHINERY CO., LTD., which is 100% owned by SIXXON PRECISION MACHINERY CO., LTD. (Cayman Islands)

The opinion issued by the independent expert on the reasonableness of the Share Exchange Ratio

I. Case Summary

GLOBAL PMX CO., LTD. (hereinafter referred to as "Global PMX") was established on February 18, 1987, formerly known as GLOBAL PMX CO., LTD., and renamed to GLOBAL PMX CO., LTD. in October, 1999. The main business items are the research and development, production and sales business for the precision metal parts such as the automobile brake system safety, nozzle system, transmission systems, steering systems, temperature control systems, medical devices, semiconductor equipment flow control systems, cloud and high-capacity hard disk precision parts, industrial and optical products, etc. The shares of Global PMX were listed and traded on the Taiwan Stock Exchange since August 10, 2015.

SIXXON PRECISION MACHINERY CO., LTD. (hereinafter referred to as "Sixxon Precision") was established on November 17, 2016, which is 100% owned by SIXXON PRECISION MACHINERY CO., LTD. (Cayman Islands) (hereinafter referred to as “Cayman Sixxon”). The main business items are the research and development, production and sales business for the precision metal parts such as auto parts gearbox torque converters, the High-end parts of heavy-duty locomotives and bicycle shock absorbers, 3C products, industrial equipment, and medical devices parts. At present, Sixxon Precision is an unlisted company in Taiwan.

At present, Global PMX and Sixxon Precision are internationally renowned manufacturers of precision metal parts. The main operating bases of Global PMX are located in Jiashan, Zhejiang and Dongguan, Guangdong, China. The only operating base of Sixxon Precision is located in Yangmei District, Taoyuan City, Taiwan. Two parties integrate the resource, expand the scale of operations, reduce management costs to enhance operational efficiency and enhance market competitiveness. It is proposed to acquire the equity of Sixxon Precision, which is 100% owned by Cayman Sixxon, on the reference date of the share acquisition (transfer). Each 30,000,000 shares of the outstanding common shares of the Sixxon Precision Exchange will be reissued by 24,000,000 shares of common stock issued by Global PMX. The reference date of the valuation as of September 18, 2019, is set and the reasonableness of the Share Exchange Ratio of this Matter is as follows:

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II. Financial status

• (1) The financial status of Global PMX is summarized as follows:

Unit: In Thousands of New Taiwan Dollars

Year Item	Dec 31, 2017	Dec 31, 2018	Jun 30, 2019
Total assets	5,842,178	7,812,341	8,662,433
Total liabilities	2,934,697	4,915,852	5,697,310
Total equity	2,907,481	2,896,489	2,965,123
Capital stock	819,340	819,340	819,340
Operatingrevenue	4,048,921	4,424,839	2,330,970
Gross profit from operations	1,290,758	1,286,270	658,235
Net operatingincome	876,958	819,064	436,960
Profit before tax	828,106	726,669	427,817
Profit	599,673	499,709	305,562
Book value per share (NT$)	35.49	35.35	36.19
Earnings per share (NT$)	7.32	6.10	3.73

Source: Consolidated financial statements for the fiscal year 2018 and the second quarter of the fiscal year 2019 are audited and reviewed by the independent auditors for Global PMX.

(2)The financial status of Sixxon Precision is summarized as follows:

Unit: In Thousands of New Taiwan Dollars

Year Item	Dec 31, 2017	Dec 31, 2018	Jun 30, 2019
Total assets	3,595,947	3,235,014	3,498,192
Total liabilities	2,928,665	2,155,697	2,227,533
Total equity	667,282	1,079,317	1,270,659
Capital stock	300,000	300,000	300,000
Operatingrevenue	2,481,284	3,047,162	1,453,570
Gross profit from operations	619,991	779,848	295,450
Net operatingincome	430,340	585,501	230,101
Profit before tax	442,841	554,918	239,339
Profit	367,558	412,035	191,342
Book value per share (NT$)	22.24	35.98	42.36
Earnings per share (NT$)	12.25	13.73	6.38

Source: The 2018 audited financial statements of the individual entity and the first half-year 2019 unaudited financial statements for Sixxon Precisiion.

III. Analysis of the reasonableness of the Share Exchange Ratio

• (1)Description of the valuation approach

In general practice, the valuation method of equity value is usually estimated by

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means of asset approach, market approach and income approach.

• 1.The asset approach valuates the total value of individual assets and individual liabilities covered by the object to reflect the overall value of the enterprise or business. The asset approach estimates the consideration required to reconstitute or obtain the valuated object on the premise of continuing operations. When the valuation is using the asset approach, it shall be based on the balance sheet of the valuated object, and consider the off-balance sheet assets and off-balance sheet liabilities to evaluate the overall value of the enterprise or business.

• 2.The market approach is based on the transaction price of the comparable benchmarked company, considering the difference between the valuated object and the comparable benchmark to estimate the value of the valuated object with an appropriate multiplier. Specific methods of common valuation for the market approach include:

• A.Comparable listing or OTC company approach: Reference to the enterprise engaging the same or similar business, the transaction price of the stock thereof in the active market, the value multiplier implied by such price and related transaction information to determine the value of the valuation objects. This valuation-specific approach is generally applicable to the valuation of an enterprise or business.

• B. Comparable Transaction Approach: Reference is made to the transaction price of the same or similar assets, the value multiplier implied by such prices and related transaction information to determine the value of the valuation underlying objects. This valuation-specific approach is generally applicable to the valuation of an enterprise, business, individual asset, or individual liability.

• 3.The income approach means that the future interest flow generated by the valuation object (taking into account the elements in which the target company is located, such as economic and industrial environment, historical business performance, future growth rate, market risk, capital structure and taxation, etc.), through capitalization or discounting process, the future interest flow is converted into the value of the valuation object.

• (2)The selection description for valuation approach

Due to the consideration that the valuated company did not provide financial forecast, then the consideration that the income method involves more hypothesis of future cash flow creating highly uncertainty, the future income and future earnings period cannot be reasonably predicted, the discount rate and the risk level of the income cannot be reasonably estimated, so that it is not easy to assess the optimal value of shareholders' equity. Therefore, this opinion does not adopt the income approach. The asset method is usually applied to the liquidation of enterprise or to the accounting treatment of a business merger. Such a method is to reassess the fair value of each item of assets and liabilities and the difference between the assets and liabilities is the value of the shareholders' equity. The nature of the matter is also not suitable for the asset approach. To summarize, this opinion is proposed to refer to the theoretical value per share calculated based on the net value of the acquiring company - Global PMX and the acquired company - Sixxon Precoision, and the market method, such as the P/E ratio method and the net equity ratio method and the

• 29 -

transaction value per share estimated from the transaction of new issued shares of Global PMX for the acquisition of Sixxon Precoision, and comprehensively assesses the reasonable price of the merger consideration.

(3) The selection of the same-sector companies

The main business items of Sixxon Precoision is the research and development and production and sales of precision metal parts, such as auto parts gearbox torque converters, heavy-duty locomotives and bicycle shock absorbers, high-end parts, 3C products, industrial equipment, medical devices parts, etc. After comprehensively judging the elements, such as the nature of business, product application and location of the factory, etc., the OTC company - TURVO INTERNATIONAL CO., LTD., (stock code 2233, hereinafter referred to as TURVO) and the listed companyGlobal Tek group (stock code 4566, hereinafter referred to as GLOBALTEK) are identified due to the similarity, so the aforesaid two companies are the same-sector companies to be compared.

Company Name	Production Base	Main products and the sales proportion
Sixxon Precoision (Not Listed, Not OTC)	Yangmei, Taiwan	Automotive (61%), heavy locomotives and bicycles (20%), industrial applications (15%), consumer electronics and others(4%)
TURVO (OTC)	Taichung, Taiwan C Dongguan, China Jiashan,China, and Thailand	Automotive (74%), industrial applications (9%), medical cancer (9%), bicycles and others (8%)
GLOBALTEK (Listed)	Xinu, Taiwan Wuxi, China Xian, China	Automotive safety system (24%), fuel transmission system (39%), industrial applications (25%), aerospace applications(12%)

Note 1: The product classification data of 2018 provided by Sixxon Precision. Note 2: Data extracted from the investor conference of TURVO dated on December 13, 2018.

Note 3: Data extracted from the investor conference of GLOBALTEX dated on April 22, 2019.

• (4) Analysis of each valuation approach

The valuation method mainly relies on the relative market price of Global PMX and Sixxon Precision to determine the share consideration for the share acquisition (transfer). The market price of Global PMX is planned to be the average closing price of the 30 business days before September 18, 2019. However, considering that Sixxon Precision is currently not a public company, there is no publicly traded market price for reference. Therefore, the P/E multiple method and the P/B multiple method are separately proposed to calculate the market price of Sixxon Precision, and give the different weights and consider the factors such as liquidity discount and control premium, etc. and then evaluate the reasonableness for the shares consideration of share acquisition (transfer).

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• 1.P/E multiple method:

• (1)Market Price of Global PMX

After inquiring about the website of the Taiwan Stock Exchange, the average closing price of Global PMX (4551) for the 30 business days before September 18, 2019 is as the following:

Company Name	The average closing price of the latest 30 business days
Global PMX(4551)	142.68

Source: Taiwan Stock Exchange

• (2) Sixxon Precision calculates the market price by the P/E multiple method

• A. the P/E ratio for the same-sector companies to be compared After inquiring the relevant websites, the P/E ratio of TURVO (2233)

• and GLOBALTEK (4566) for the latest 30 business days before September 18, 2019, is as follows:

September 18, 2019, is as	follows:
CompanyName	The latest 30 business days
TURVO(2233)	11.47
GLOBALTEK(4566)	16.00
Average number of the selected same-sector companies	13.73

Source: Taiwan Stock Exchange Corporation and Taipei Exchange

• B. The earnings per share of Sixxon Precision

The earnings per share of Sixxon Precision 2018 as of NTD13.73 is proposed to be the calculation basis.

• C. Estimate the value of each share of Sixxon Precision by the P/E multiple

method

Value per share of Sixxon Precision

= Earing per share of Sixxon Precision (2018) * net average value of the same-sector companies to be compared

=13.73*13.73= NTD188.51.

2.P/B multiple method:

• (1) Market value for Sixxon Precision based on P/B multiple method

• A. Price to Book Value Ratio of the same-sector companies

After inquiring the relevant websites, the P/B Ratio of TURVO (2233) and GLOBALTEK (4566) for the latest 30 business days before September 18, 2019, is as follows:

18, 2019, is as follows:
Items	Same-sector companies
TURVO(2233)	1.66
GLOBALTEK(4566)	1.54
Average number of the selected same-sector companies	1.60

Source: Taiwan Stock Exchange Corporation and Taipei Exchange

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B. Net value per share of Sixxon Precision

In a reference that the net value per share of Sixxon Precision at the end of June 2019 was NTD42.36, the company had no outstanding undistributed cash dividends, so that the net value per share was NTD42.36.

C. Estimate the value of value per share of Sixxon Precision by the C. Estimate the value of Sixxon Precision's per share by the P/B multiple method

Value per share of Sixxon Precision

= Net value per share of Sixxon International (June 2019) * net average value per share of the selected same-sector companies =42.36*1.60= NTD67.78

3.Estimated price per share of Sixxon Precision:

As the profitability of Global PMX and Sixxon Precision are stable and prospective, this valuation gives a 50% weight to the P/E multiple method and the P/B multiple method. The reasonable price per share of Sixxon Precision is calculated as follows:

calculated as follows:
Valuation Model	Sixxon Precision	Global PMX Technology	Weight
P/E multiple method	188.51	142.68	50%
P/B multiple method	67.78	142.68	50%
The weighted reasonable average price	128.15	142.68	100%

IV. To summarize the range of the Share Exchange Ratio

(1)After the adjustment, the reasonable value of Sixxon Precision reasonable

As Sixxon Precision is not a listed company listed on the stock market or OTC market, the liquidity discounts due to low liquidity shall be considered. In consideration of the Article 4 of the “Directions for Public Companies Conducting Private Placements of Securities” of the Republic of China, for an exchange-listed, OTC-listed, or emerging stock company, the price per share through the private placement of common shares shall be limited to the eighty percent (80%) of the reference price. Therefore, the current liquidity discount is calculated at a discount of 20%. In addition, this Global PMX acquires the equity interest in Sixxon Precision, which is 100% owned by Cayman Sixxon, so that the control premium shall be considered at the same time. The average premium of M&A premiums in the emerging Asia Pacific region in 2019 by Bloomberg Information System at 14.12% is referred so that the premium for the Company acquiring the operation was 14.12%. To summarize, the two factors are adopted to calculate the reasonable range. After the adjustment, the reasonable value range of Sixxon Precision is NTD 102.5 to NTD 146.2.

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• (2) Reasonable range of the Share Exchange Ratio

Valuation Model	Sixxon Precision	Global PMX Technology	Estimate Share Exchange Ratio
After the adjustment, the reasonable price floor of Sixxon Precision reasonable	102.5	142.68	0.98：1
After the adjustment, the reasonable price ceiling of Sixxon Precision reasonable	146.2	142.68	1.39：1
The range of the Share Exchange Ratio after adjustment	0.98：1~1.39：1

• V. Conclusion

Based on the quantifiable and market objective data of both parties, the P/E multiple method and the P/B multiple method are used to analyze and calculate, and then consider the impact of liquidity discount and control premium, and at the same time, understand the current operation status and future business synergy of both companies. The accountant believes that every 1.25 shares of the outstanding common shares of Sixxon Precision will be reissued by 1 share of the common shares issued by Global PMX within the range of the above-mentioned adjusted reasonable exchange ratio. Hence, this ration is fairly reasonable.

6. Restrictions and Statements for using this Opinion

• (1)This opinion is for the internal use of the Company and is required to be used in accordance with the relevant laws and regulations. Please do not use this opinion for other third parties before obtaining the consent of the firm, and this opinion shall not be used for other purposes.

• (2)This opinion is only relevant to the aforesaid items and shall not be extended to be interpreted as being related to the overall financial statements of the underlying company.

• (3)This CPA valuates the reasonableness of the Share Exchange Ration only in the perspective of an independent third party, and does not actually engage in the design and planning of the transaction, and we do not perform independent verification and review on the authenticity, completeness and accuracy of the above information provided by the Company and fully relies on all major aspects.

• (4)The reference date of valuation for the data collection in this opinion is September 18, 2019, so that this opinion does not consider any changes arising after the said date. The conclusions of this opinion will also be changed accordingly if the content of the actual transaction and the aforesaid description have been changed. After the issuance of this opinion, if the actual situation changes, this opinion will not be updated by the CPA if the CPA is not engaged for the reassessment.

• 33 -

H.L.S CPAs FIRM

CPA:Tasi Jin Mei

CPA Certificate NO.: Jin-Guan-Hui-Zhen-Zi No. 5558

September 20, 2019

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Declaration of Independence

I was engaged to issue an independent expert’s opinion on the reasonableness of the Share Exchange Ratio to acquire the shares of SIXXON PRECISION MACHINERY CO., LTD., which is 100% owned by SIXXON TECH. CO., LTD. (Cayman Islands) by means of the issuance of new shares of GLOBAL PMX CO., LTD. In order to perform the aforesaid business, I hereby submit the evaluation opinions and declare the following matters:

1. I am qualified as the Certified Public Accountant of the Republic of China with CPA Certificate NO.: Jin-Guan-Hui-Zhen-Zi No. 5558; I am the member of the National Federation of CPA Associations of the R.O.C. with the certificaion no. of Taishenkuaizhenzi no. 4661

2. In order to carry out the declaration of independence, I hereby declare that there is no following matter:

3. (1). I or my spouse are currently employed by the above-mentioned companies, work as regular employees and receive a fixed salary.

4. (2). I or my spouse have been employed as employees by the above-mentioned companies, and have been dismissed therefrom for less than two years.

5. (3). The company in which I or my spouse employs is the stakeholder to the abovementioned companies.

6. (4). The spouses or relatives within the second degree of kinship of the responsible person or manager of the above-mentioned companies.

7. (5). I or my spouse have the relationship of investment and share interests with the abovementioned companies.

8. (6). To be the attesting CPA for either of the above-mentioned companies.

9. (7.) The company where I or my spouse work has business relationships with the abovementioned companies.

10. I implement the following procedures in accordance with the Article 5 of the 「 Regulations Governing the Acquisition and Disposal of Assets by Public Companies 」 :

11. (1). Before undertaking this Matter, I have carefully evaluated my professional competence, practical experience and independence. It has also confirmed that there is no issue specified under Article 5 Paragraph 1 of the 「 Regulations Governing the Acquisition and Disposal of Assets by Public Companies 」。

12. (2). In the implementation of this Matter, the appropriate operation procedures have been properly planned and implemented to draw conclusions and to issue a reasonableness opinion on the share price accordingly; and the implementation procedures, collection information and conclusions are detailed in the working papers of this Matter.

13. (3) I have adopted the valuation methods, sources of data, parameter information, basic assumptions, value assessment conclusions and other key elements, etc. in respect of this evaluate the reasonableness of this Share Exchange Ratio in concordance with 「 Regulations Governing the Acquisition and Disposal of Assets by Public Companies 」 and the Valuation Standards Gazette of the Republic of China to perform necessary review and analysis, and the evaluation is reasonable and correct, and has complied with specifications of the aforesaid standards and gazette.

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15. 4.In order to acquire the shares of SIXXON PRECISION MACHINERY CO., LTD., which is 100% owned by SIXXON TECH. CO., LTD. (Cayman Islands) by means of the issuance of new shares of GLOBAL PMX CO., LTD., I do hereby declare that my professional assessment opinions were sustained as a spirit of independence.

16. I have carefully evaluated and performed necessary procedures for the items, such as the reasonableness and accurateness of professional, independent, and the information used and the compliance with relevant laws and regulations for the implementation of this Matter in accordance with the Article 5 of the 「Regulations Governing the Acquisition and Disposal of Assets by Public Companies」.

H.L.S CPAs FIRM

CPA : Tasi Jin Mei

CPA Certificate NO. ： Jin-Guan-Hui-Zhen-Zi No. 5558

September 20, 2019

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Resume of Independent Expert	Resume of Independent Expert
Name	Tasi Jin Mei
Qualification	CPA Certificate NO.：Jin-Guan-Hui-Zhen-Zi No. 5558 CPA License Certificate No.: Taishenkuaizhenzi no 4661
Academic and Professional Experience	EMBA, National Tsing Hua University Bachelor of Accounting, Soochow University Successfully passing the Certified Public Accountant Examinations of the Republic of China Successfully passing the Certified Internal Auditor Examinations of the Republic of China Successfully passing the Certified Internal Auditor Certification in Risk Management Assurance (CRMA) Auditor, Deloitte & Touche Deputy Manager, Accounting Office, Industrial Technology Research Institute Accountant, Concord J.M CPAs Member of the Board of Supervisors, the Second Credit Cooperative of Hsin Chu. Consultant, Macoto Bank Manager, Department of Financial Administration, VICTORY CONTROLS CO. Operation and Auditing Supervisor, Auditing Department, United Microelectronics Corporation Internal Auditing Supervisor, Silicon Integrated Systems Corporation Department Head, Finance and Administration Department, Unimicron Corporation Supervisor, GIGASTORAGE CORPORATION Department Head, Finance Department, QunHongtek Corporation Director (Representative of a juristic person (Unimicron Corporation) ), Advance Materials Corporation Director, UDI (Shenzhen) Corp.
Current Position	H.L.S CPAs FIRM Supervisor, Asia Pacific Microsystems, Inc.

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