GW — AGM Information 2023

Jun 5, 2023

GOOD WILL INSTRUMENT CO., LTD.

2023 Annual General Shareholders’ Meeting

Reference materials for each proposal of the shareholder's meeting.

Meeting Time: 9:00 AM, May 29, 2023 (Monday)

Location: No. 7-1, Zhongxing Road, Tucheng District, New Taipei City (GOOD WILL INSTRUMENT CO., LTD)

Meeting Type: Physical Shareholders' Meeting

Reported Matters:

• (1) 2022 Business Report

Please refer to the agenda handbook for the business report of 2022.

• (2) 2022 Audit Committee's review report

• Please refer to the agenda handbook for the audit committee's review report of 2022.

• (3) The Status of Endorsement and Guarantee and Loaning of Company Funds

  • Please refer to the agenda handbook for information on the endorsement guarantees and the funds lent to others.

• (4) The Status of 2022 employees' and directors' remuneration This year, a total of NT$ 37,230,196 in employee remuneration and NT$ 10,637,199 in director remuneration will be distributed in cash. The difference of NT$ 2,249,195 between the amount distributed and the estimated amount in the accounts will be considered an estimated change and will be recorded asa profit or loss in the year 2023. The distribution of employee and director remuneration for 2022 was approved by the board of directors on February 23, 2023, and is submitted to the shareholders' meeting.

• (5) The Status of cash dividends from earnings distribution

  • (i) A total of NT$ 290,094,578 was set aside from the distributable earnings of 2022, and a cash dividend of NT$ 2.0 per share will be distributed.

  • (ii) The cash dividend will be calculated to the nearest integer, and any fractional amounts less than NT$ 1 will be rounded down. The total of these fractional amounts will be allocated in descending order according to the digits after the decimal point and the order of the account numbers until it reaches the total amount of the cash dividends.

  • (iii) If the number of outstanding shares changes due to changes in the apital

structure of the company, the Chairman of the Board is authorized to adjust the dividend payout ratio accordingly.

• (iv) The distribution of cash dividends will be made based on the date esignated by the Chairman of the Board, which was approved by the board of directors.

Acknowledged matters:

Item 1

Proposed by the Board of Directors

Acknowledgment of the 2022 Business Report and Financial statements. Explanation:

• (1) The individual financial statements and consolidated financial statements of the company for the year 2022 have been compiled by the board of directors and have been audited and signed by auditors Liu Hui Yuan and Yang Chih Huei from Diwan,Ernst&Young Certified Public Accountants, along with the business report. They have been submitted to the company's audit committee for review and an audit report has been issued and filed.

• (2) Please refer to the agenda handbook for the business report, auditor's report and the above financial statements.

• (3) We hereby request approval.

Resolution:

Item 2

Proposed by the Board of Directors

Acknowledgment of the 2022 Earnings Distribution

Explanation:

• (1) Please refer to the agenda handbook for the 2022 earnings distribution table.

• (2) We hereby request approval.

Resolution:

Matters for Discussion:

Item 1

Proposed by the Board of Directors

Discussion of amendments to the Company's "Rules and Procedures of Shareholders'

Meeting" Explanation:

• (1) In compliance with relevant laws and regulations, the Company intends to amend certain articles of the " Rules and Procedures of Shareholders' Meeting."

• (2) Please refer to the before-and-after comparison table of the " Rules and Procedures of Shareholders' Meeting " in the Meeting Handbook.

• (3) We respectfully request a public vote.

Resolution:

Extempore motion(s)