KHGEARS — AGM Information 2024

May 29, 2024

Meeting Notice for Annual Shareholders’ Meeting (Summary Translation)

The 2024 Annual Shareholders’ Meeting （ the “Meeting” ） of Khgears International Limited （ the “Company” ） will be convened at 9:00 A.M., Wednesday, May 29, 2024 at GIS Taipei Tech Convention Center Room 202 （ 2F., No. 1, Sec. 3, Zhongxiao E. Rd., Da’an Dist., Taipei City, Taiwan ） .

1.The agenda of the Meeting is as follows ：

• I. Report Items ：

  • (1) To report the business of 2023

  • (2) 2023 Audit Committee’s review report

  • (3) To report 2023 directors' remunerations

  • (4) To report 2023 employees' remunerations

  • (5) To report the execution of the buyback of the company’s shares

  • (6) To report the implementation of the improvement plan for subsidiary Forcefive Limited’s capital loan to others exceeding the limit

• II. Recognition Items ：

  • (1) To accept 2023 Business Report and Consolidated Financial Statements

  • (2) To accept the proposal for the distribution of 2023 Earnings

• III. Election Items ：

(1) Election of the 4th term Board of Directors

• IV. Other Items ：

  • (1) Removal of non-compete restrictions for new directors

• 2.The distribution of cash dividends from 2023 earnings approved by the Board of Director are as follows ：

Resolution for distributing 2023 distributable earnings was approved by the board of directors on March 12, 2024. Cash dividend of NT$160,325,536 for common shares at NT$3.1 per share will be distributed. If the dividend distribution ratio is adjusted due to change of the Company's total number of outstanding common shares, the Chairman is authorized to adjust the ratio of dividend to be distributed to each common share based on the total amount to be distributed and the number of actual common shares outstanding on the record date for distribution.

• 3.Please refer to the content of Recognition and Discussion Items on the Meeting Agenda in Taiwan Stock Exchange Market Observation Post System (http://mops.twse.com.tw).

• 4.Pursuant to Article 165 of the Company Act, the shareholder register will be closed from March 31,2024 to May 29,2024.

• 5.One copy of the attendance notification form and proxy form are attached to this meeting notice. If the shareholder(s) is attending the meeting in person, please sign or stamp on the attendance notification form and submit it to the check-in desk on the day of the meeting. If an agent is entrusted to attend the meeting, the shareholder shall sign or stamp on the proxy form and personally fill out the name and address of the agent, then deliver the proxy form to the Transfer Agency Department of Sinopac Securities at least 5 days prior to the day of the meeting so that the attendance card can be sent to the agent accordingly.

• 6.Shareholders, solicitors and entrusted agents should bring their identity documents with them for verification when attending the shareholders' meeting.

1. If a proxy is solicited by the shareholder(s), Company is required to compile a summary statement of the Solicitor Solicitation Information and disclose such information on the Securities & Futures Institute (SFI) website no later than April 26, 2024. Shareholder(s) can obtain information on the “Free proxy disclosure & related information system” (http://free.sfi.org.tw).

2. Seven directors (including three independent directors) will be elected at this shareholders’ meeting.

3. The list of candidates using the nomination system is:

Director: KWOK HING GLOBAL LIMITED (Representative: Ko Kowk Hing), Wu Chin-Jung, Chung Chao-Wen, Tu Chun-Hui.

Independent Director: Chou Tsung-Nan, Huang Sheng-Lung, Chou Huei-Yu.

1. Shareholders may exercise their voting rights electronically through the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (http://www.stockvote.com.tw) during the period from April 27, 2024 to May 26, 2023.

• 11.The Transfer Agency Department of Sinopac Securities is the proxy tallying and verification institution for this Meeting.

1. Please be advised and act accordingly.

Board of Directors

Khgears International Limited