KHGEARS — AGM Information 2022

Aug 8, 2022

KHGEARS INTERNATIONAL LIMITED 2022 ANNUAL SHAREHOLDERS' MEETING MINUTES (Franslation)

Time and Date: 9:00 a.m., May 20,2022

Place: 3F., No. 1, Sec. 3, Zhongxiao E. Rd., Da'an Dist., Taipei City, Taiwan (GIS Taipei Tech Convention Center Room 303)

Total outstanding KHGEARS shares: 53,380,000 shares

Total shares represented by shareholders present in person or by proxy: 42,078,136 shares

Percentage of shares held by shareholders present in person or by proxy: 78.82%

Director present: Wu, Chin-Jung; Chou, Tsung-Nan

Chairman: Wu, Chin-Jung

Recorder: Chang, Chao Wen

The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

A. Chairman's Address (Omitted)

B. Report Item

• I. Report the business of 2021 (see Attachment 1)
• II. Audit Committee's review report (see Attachment 2)
• III. Reported 2021 directors' and employees' remunerations

Explanation: Distribution of NT\$17,895,092 and NT\$35,790,184 in cash as remunerations to directors and employees, respectively, have been approved by the meeting of the Board of Directors held on March 30, 2022.

IV. Amendment to Sustainable Development Best Practice Principles.

Explanation: In accordance with the announcement of the Taiwan Stock Exchange on December 7, 2021, the name and certain provisions of the Principles of Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies have been amended. The Company's Rule of Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies will be amended in accordance with the announcement of the Taiwan Stock Exchange. Please refer to Attachment 4 for comparison table of amendments to Sustainable Development Best Practice Principles.

C. Recognition Items

I. To accept 2021 Business Report and Consolidated Financial Statements (Proposed by the Board of Directors)

Explanation:

1. The 2021 Consolidated Financial Statements were audited by the independent auditors, Tzu-Jung Kuo and Chun-Hung Chen of Deloitte & Touche.

2. For the 2021 Business Report, Independent Auditors' Report, and the 2021 consolidated Financial Statements, please refer to Attachments 1 and 5.

Voting Results:

Shares represented at the time of voting: 42,078,136

	Voting Results	% of the total represented
		share present
Votes in favor	41,281,145 votes	98.10%
Votes against	votes	0.01%
Votes invalid	None	$0.00\%$
Votes abstained	796,990 votes	1.89%

RESOLVED, that the 2021 Business Report and Consolidated Financial Statements were accepted as submitted.

$II.$ To accept the proposal for the distribution of 2021 Earnings (Proposed by the Board of Directors)

Explanation:

1. The proposed distribution is allocated from the 2021 earnings available for distribution. The cash dividends for common shares will be distributed a total of NT\$237,190,950, Based on the company's 52,709,090 shares outstanding on March 30, 2022 (after deducting 670,910 shares of restricted stock that have not yet fulfilled the conditions), in which each common share holder will be entitled to receive a cash dividend of NT\$4.5 per share. Subsequent to issuance of common shares, execution of employee stock options, stock buybacks, or transfer and cancellation of treasury shares, resulting in the dividend distribution ratio is adjusted due to change of the company's total number of outstanding common shares. It is proposed to request the board of shareholders to authorize the chairman to deal with it.

2. For 2021 Earnings Distribution, please refer to Attachment 6.

Voting Results:

Shares represented at the time of voting: 42,078,136

	Voting Results	% of the total represented share present
Votes in favor	41,281,145 votes	98.10%
Votes against	l votes	0.01%
Votes invalid	None	$0.00\%$
Votes abstained	796,990 votes	1.89%

RESOLVED, that the proposal for the distribution of 2021 Earnings were accepted as submitted.

D. Discussion Items

Proposal 1 (Proposed by the Board of Directors)

Purpose: Amendments to Memorandum of Association and Articles of Association

Explanation:

• 1. To better comply with recent amendments to laws and regulations promulgated by the Taiwan Stock Exchange on May 14, 2021, the Company proposed to amend its exiting Articles of Association.
• 1. Please refer to Attachment 7 for the comparison table of amendments.

Voting Results:

	Voting Results	% of the total represented share present
Votes in favor	41,281,145 votes	98.10%
Votes against	votes	0.01%
Votes invalid	None	$0.00\%$
Votes abstained	796,990 votes	1.89%

Shares represented at the time of voting: 42,078,136

RESOLVED, that the proposal for Amendments to Memorandum of Association and Articles of Association were accepted as submitted.

Proposal 2 (Proposed by the Board of Directors)

Purpose: Amendment to Regulations Governing the Acquisition and Disposal of Assets.

Explanation:

• 1. To better comply with recent amendments to laws and regulations promulgated by the Taiwan Stock Exchange on January 28, 2022, the Company proposed to amend its existing Regulations Governing the Acquisition and Disposal of Assets.
• 1. Please refer to Attachment 8 for the comparison table of the amendments.

Voting Results:

Shares represented at the time of voting: $42.078.136$

$5.42$ , $0.130$
	Voting Results	% of the total represented share present
Votes in favor	41,274,221 votes	98.09%
Votes against	$6,925$ votes	0.02%
Votes invalid	None	$0.00\%$
Votes abstained	796,990 votes	1.89%

RESOLVED, that the proposal for Amendment to Regulations Governing the Acquisition and Disposal of Assets were accepted as submitted.

E. Election Item: None

F. Other Items: None

G. Extempore Motions

There being no other business and extempore motion, the meeting was adjourned.

(The meeting minutes of this shareholders only record the main points of the proceedings. The content, procedures and shareholders' speeches of the meeting are still subject to the audio and video records of the meeting.)