KHGEARS — AGM Information 2024

May 29, 2024

KHGEARS INTERNATIONAL LIMITED 2024 ANNUAL SHAREHOLDERS’ MEETING MINUTES

(Translation)

Time and Date: 9:00 a.m., May 29,2024

Place: 2F., No. 1, Sec. 3, Zhongxiao E. Rd., Da’an Dist., Taipei City, Taiwan (GIS Taipei Tech Convention Center Room 202)

Total outstanding KHGEARS shares(deduct the number of shares without voting rights as stipulated in Article 179 of the Company Law): 51,808,005 shares

Total shares represented by shareholders present in person or by proxy: 43,417,621 shares

Percentage of shares held by shareholders present in person or by proxy: 83.80%

Director present: Kwok Hing Global Limited(Representative ： Ko Kowk Hing)；Wu, ChinJung ； Chung, Chao-Wen；Tu, Chun-Hui ；Chou, Tsung-Nan；Huang, Sheng-Lung

Chairman: Kwok Hing Global Limited(Representative ： Ko Kowk Hing)

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. 2023 business report (see Attachment 1)

• II. 2023 audit report of auditing committee (see Attachment 2)

• III. 2023 distribution report of remuneration to directors Description:

• (1) The Company's Board of Directors approved a resolution on Mar. 12, 2024, to pay the director's remuneration amount of NT$12,255,692 for 2023. All the above remuneration will be paid in cash.

• (2) For the remuneration of individual directors, remuneration policy, and the correlation with performance evaluation results, please refer to Attachment 3 Page 13 of Handbook.

• IV. 2023 distribution report of remuneration to employees

Description: The Company's Board of Directors approved a resolution on Mar. 12, 2024, to pay the employee’s remuneration amount of NT$24,511,384 for 2023. All the above remuneration will be paid in cash.

• V. Report on the execution of the buyback of the Company's shares is submitted for review.

Description:

• (1) The Company's Board of Directors approved a resolution on Dec. 8, 2023 to propose the 1,500,000 shares buyback of the Company from the centralized securities exchange market and transfer them to employees. It has not been

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completed at the expiration of the period.

• (2) The actual number of common shares buyback this time was 1,301,000 shares. The total buyback amount was NT$108,154,500. The average price per share buyback was NT$83.13. The held accumulated shares of the Company accounted for 2.45% of the issued shares.

• (3) Reason for incomplete execution: In order to safeguard the overall shareholders' equity and take into account the market mechanism, a batch buyback strategy was adopted within the price range depending on the share price changes. Although not all the execution was completed, the execution rate has reached 86.73%. Please refer to Attachment 4 Page 14 of Handbook for the buyback and execution of treasury shares of the Company.

• VI. Report on the execution of subsidiary Forcefive Limited’s (hereinafter referred to as FFL) lending funds and over-limit improvement plan is submitted for approval.

Description:

• (1) The total and individual limits for FFL's lending funds to its parent company and companies, which directly and indirectly held 100% of the voting shares by its parent companies, are the net worth of FFL's most recent financial report.

• (2) FFL distributed its 2022 earnings to its parent company in the second quarter of 2023, causing its net worth to drop from NT$383,542 thousand at the end of the first quarter of 2023 to NT$204,440 thousand at the end of the second quarter of 2023, resulting in FFL's loss lending funds to others at the end of August 2023, totaling NT$254,880 thousand (US$8,000 thousand). Furthermore, the lending funds amount of NT$223,020 thousand (US$7,000 thousand) to Khgears Vietnam Co., Ltd. (hereinafter referred to as Khgears Vietnam) exceeded the limit at the end of the second quarter.

• (3) In order to improve the above over-limit situation, FFL has withdrawn the borrowing and interest of US$3,024 thousand (including principal of US$3,000 thousand and interest of US$24 thousand) from Khgears Vietnam on Sep. 25, 2023. FFL's total limit and individual limits for lending funds to others, which were previously exceeded, have now been improved.

C. Acknowledged Items

• I. To accept 2023 Business Report and Consolidated Financial Statements(Proposed by the Board of Directors)

Description:

• (1) The Company's 2023 consolidated financial statements, including the consolidated balance sheet, consolidated income statement, consolidated statement of changes in shareholders' equity, consolidated statements of cash flow, etc., have been reviewed by CPAs Cai, You-Ling and Chen, Jun-Hong of Deloitte Taiwan.

• (2) For the Company’s 2023 Business report, CPA’s audit report, and consolidated financial statements, please refer to Attachment 1 Pages 8 to 11, and Attachment 5 Pages 15 to 25 of Handbook.

Voting Results:

Shares represented at the time of voting: 43,417,621

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	Voting Results	% of the total represented share present
Votes in favor	42,138,353 votes	97.05%
Votes against	20,010 votes	0.05%
Votes invalid	None	0.00%
Votes abstained	1,259,258 votes	2.90%

RESOLVED, that the 2023 Business Report and Consolidated Financial Statements were accepted as submitted.

• II. To accept the proposal for the distribution of 2023 Earnings(Proposed by the Board of Directors)

Description:

• (1) This earnings distribution is for the distributable earnings in 2023. The common share cash dividend is NT$160,325,536, calculated based on the Company’s outstanding shares of 51,717,915 shares on Feb. 29, 2024 (excluding 90,090 shares of restricted stock awards did not meet the vested conditions, 1,301,000 treasury shares buyback), with an allotment of NT$3.1 per share. Subsequently, if new shares are issued due to a cash capital increase, executed employee stock options, the buyback of the Company's shares, or the transfer and cancellation of treasury shares, resulting in changes to the dividend rate due to changes in the number of outstanding shares on the Company's dividend base date, the shareholders' meeting is proposed to authorize the Chairman to have full authority to handle the matter. (The actual exchange rate for cash dividends paid in U.S. dollars is based on the average of the closing prices of the spot foreign exchange rates for buying and selling U.S. dollars from the Bank of Taiwan on the dividend base date).

• (2) Please refer to Attachment 6 Page 26 of Handbook for the 2023 earnings distribution schedule.

Voting Results:

Shares represented at the time of voting: 43,417,621

	Voting Results	% of the total represented share present
Votes in favor	42,177,353 votes	97.14%
Votes against	20,010 votes	0.05%
Votes invalid	None	0.00%
Votes abstained	1,220,258 votes	2.81%

RESOLVED, that the proposal for the distribution of 2023 Earnings were accepted as submitted.

D. Discussion Items ： None

E. Election Item

Election of the fourth term Board of Directors: Seven Directors (including three independent directors) (Proposed by the Board of Directors)

Election Results: Seven Directors (including three independent directors) were elected by the shareholders present. The term of office shall be from May 29, 2024 to May 28,

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2027 or until their successor takes office. The list of the newly elected directors with votes received follows:

votes received follows:
Title	Name	Votes Received
Director	Kwok Hing Global Limited (Representative：Ko Kowk Hing)	63,190,101
Director	Wu, Chin-Jung	43,049,044
Director	Chung, Chao-Wen	42,884,508
Director	Tu, Chun-Hui	42,792,804
Independent Director	Chou, Tsung-Nan	34,149,110
Independent Director	Huang, Sheng-Lung	34,144,463
Independent Director	Chou, Huei-Yu	34,139,823

F. Other Items

• I. Lifting non-compete restrictions for new directors(Proposed by the Board of Directors)

Description:

• (1) Referring to the preceding segment of Paragraph 1 of Article 209 of the Company Act, directors (including representatives of legal person directors) must explain the important contents of their actions to the shareholders' meeting and obtain permission if they are conducting actions within the scope of the Company's business, whether for themselves or others.

• (2) For the business needs of the Company, directors (including independent directors) are required to act within the scope of the Company's business for themselves or others. Please refer to the provisions of the Company Act to submit to the shareholders' meeting for approval of lifting non-competition for new directors (including independent directors). For the contents of proposed lifting non-competition restrictions, please refer to Attachment 8 Page 29 of Handbook.

Voting Results:

Shares represented at the time of voting: 43,417,621

	Voting Results	% of the total represented share present
Votes in favor	42,175,235 votes	97.13%
Votes against	2,128 votes	0.01%
Votes invalid	None	0.00%
Votes abstained	1,240,258 votes	2.86%

RESOLVED, that the Lifting non-compete restrictions for new directors were accepted as submitted.

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.)

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