KINPO — AGM Information 2021

Aug 20, 2021

Stock Code: 2312

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Kinpo Electronics, Inc.

2021 Annual Meeting of Shareholders Meeting Handbook

June 22, 2021

Table of Contents

	Table of Contents	Table of Contents
I.	Meeting Procedure............................................................................................... 1
II.	Meeting Agenda................................................................................................... 2
	(I)	Report Items ................................................................................................. 3
	(II)	Ratification Items ....................................................................................... 20
	(III)	Discussion Items ......................................................................................... 22
	(IV)	Incidental Motions ..................................................................................... 23
	(V)	Adjournment .............................................................................................. 24
III.	Annex
	(I)	2020 Standalone Financial Statements and Consolidated Financial
		Statements ................................................................................................. 25
	(II)	List of competition restrictions on Directors proposed to be released .... 35
IV.	Appendix
	(I)	Articles of Incorporation ............................................................................. 37
	(II)	The Rules of Procedures for Shareholders’ Meeting ................................. .44
	(III)	Shareholding Facts by All Directors of the Company ................................. .47
	(IV)	The impact by the present issuance of bonus shares upon the
		Company’s business performance, earnings per share (EPS) and
		rate of investment return to shareholders ................................................ .48
	(V)	Information relevant to proposals by a shareholder (s) holding over 1%
		of the aggregate total outstanding shares ................................................. .49

Meeting Procedure

Kinpo Electronics, Inc. Procedure for the 2021 Annual Meeting of Shareholders

1. Call the Meeting to Order

2. Chairman’s Remarks

3. Report Items

4. Ratification Items

5. Discussion Items

6. Incidental Motions

7. Adjournment

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Meeting Agenda

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Kinpo Electronics, Inc. Agenda of 2021 Annual Meeting of Shareholders

Time: June 22, 2021 (Tuesday), 9:00 AM

Place: No. 147, Beishen Rd. Sec. 3, Shenkeng District, New Taipei City

Report attending shares and call the meeting to order.

1. Chairman’s Remarks

2. Report Items

• (1) 2020 Business Report

(2) Audit Committee’s Review Report

(3) Report on 2020 Distribution of Remunerations to Employees and Directors

• (4) Report on 2020 Earnings Distribution by Cash

3. Ratification Items

• (1) 2020 Business Report and financial Statements of the Company

• (2) 2020 Earnings Distribution Proposal of the Company

4. Discussion Items

• (1) To Lift Non-competition Restrictions on Directors and Their Representatives

5. Incidental Motions

6. Adjournment

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Report Items

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Proposed by the Board

Report Item 1

Subject: 2020 Business Report

Explanation:

Kinpo Electronics, Inc. 2020 Business Report

Dear shareholders:

2020 is a very challenging year for Kinpo. Externally, there will be COVID-19 catastrophe, the international political and economic situation is turbulent ； and internally ,there will be the transformation of the company’s leadership team. With the efforts of the team, we have overcome various changes and challenges, maintained the normal development of operations, and lay a solid foundation for sustainable development.

According to the latest "Global Economic Outlook" issued by the United Nations, the COVID-19 crisis has caused a 4.3% recession of global gross production (GDP) in 2020, which is more serious than the 1.7% decline during the financial turmoil in 2009, creating the lowest since the Great Depression in 1929. Thanks to the efforts of our team, our combined revenue in 2020 will be NT$128.219 billion, a slight decline from the NT$137.55 billion in 2019.

In the past year, the COVID-19 pandemic has brought a huge test to the world economy, but we firmly believe that ： it was the worst of times, It was the best of times. It depends on how we respond. Therefore, the factories are deployed ahead of schedule, strict and comprehensive pandemic prevention measures, under the premise of ensuring the safety of employees, maintain the normal operation of the factory, meeting the trend of working from home, increasing the demand for printers and storage equipment , and driving the growth of operations. In addition there are continuous research, development and innovation, with excellent patent approval rate, it stood out from 14,000 institutions and selected as one of the world’s top 100 innovative institutions by the international professional information service provider Clarivate Analytics. At the same time, with a macro vision, we continued to build the existing global layout and expand the production capacity of each plant, turn advantages into competitiveness, and enter new areas to increase growth momentum.

Looking forward to 2021, in the post-epidemic era, although there are still uncertain factors, such as the new situation between China and the United States after Biden, the establishment of RCEP, Brexit, but the global supply chain restructuring has become a trend, and we will integrate the group resources, fully cooperate and support, to maximize synergy.

In addition, in terms of company operations, " creating new sources of income " and " reducing expenditure" will be adopted in parallel. In terms of open source, we will adopt strategies to develop new products, open up new markets, and strive to increase orders, and market share; in terms of reducing expenditure, we will use asset activation, systemization,

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and data management and control... etc., to increase overall profit, and give back to employees and shareholders.

After forty-eight years, Kinpo is not only the leader of consumer electronics manufacturer, but also the largest electronics manufacturing foundry in Southeast Asia. It plays the key role in the global technology industry, in the post-epidemic era, we will continue to uphold the concept of "innovation, harmony and transcendence", use the solid foundation accumulated in the past, seize the opportunities of changes in the international situation, show confidence, continue to create value, growth, and excellence . Thank you for support over the years.

We wish you health and success in every way.

Kinpo Electronics, Inc.

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Chairman: Hsu, Sheng-Hsiung President: Chen, Wei-Chang Chief Accountant: Yu Chien-Hui

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Proposed by the Board

Report Item 2

Subject: Audit Committee’s Review Report

• Explanations: The 2020 standalone and consolidated financial statements of the Company have been audited by CPAs who have issued the independent auditors’ report thereon. We, as the audit committee of the Company, have completed the review of these financial statements, business reports and earrings distribution proposal, and therefore issue our review report as detailed in pages 6-17.

The CPA is requested for reading: Independent Auditors’ Report

The convener of the audit committee is requested for reading: Audit Committee’s Review Report

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Independent Auditors’ Report Translated from Chinese

Report of Independent Auditors

To: Kinpo Electronics, Inc.

Opinion

We have audited the accompanying parent company only balance sheets of Kinpo Electronics, Inc. (the “Company”) as of December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the parent company only financial statements including a summary of significant accounting policies (collectively referred to “the parent company only finacial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and cash flows for the years ended December 31, 2020 and 2019, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit for the year of 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide

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a separate opinion on these matters. Timing of Revenue Recognition

The Company recognized operating revenue in the amount of NTD 4,147,220 thousand in 2020. The main source of revenue was from the production and sales of a variety of consumer electronic products, which were not manufactured until orders were received. As the Company had a large number of customers and products were sold to domestic and international markets involving a various commercial terms, the correctness of revenue recognition timing by transferring commodity control on merchandise to customers was material to the parent company only financial statements, we therefore considered this key audit matter.

For the revenue recognition, we have conducted audit procedures including but not limited to evaluating and testing the design and operating effectiveness of internal controls with respect to the revenue cycle; selecting representative samples to conduct test of details by inspecting transaction record and verifying the key conditions of the orders or agreements to confirm the timing when a performance obligation is satisfied, and conducting cutoff test on transactions recognized within a certain period of time before and after the balance sheet date by selecting samples to review the conditions of transactions and vouch relevant transaction documents as evidence to confirm that a performance obligation is satisfied. We also considered the appropriateness of operating revenue disclosure in Note 6 of parent company only financial statements.

Valuation of Investments Accounted for Using Equity Method

As of December 31, 2020, the investment accounted for using equity method amounted to NTD 23,133,120 thousand, contistuting 72% of the parent company only total assets, which is deemed significant to the parent company only financial statements. We reviewed whether the Company has control over its investees. For those investees that the Company has control over, we then reviewed if the investee had been deemed as a consolidated entity. For the long-term equity investments that the Company makes significant impact on such investees, we reviewed if the investment was accounted for using equity method. The appropriateness of the accounting treatment mentioned above had significant impact to the parent company only financial statements. Therefore, we considered this a key audit matter.

We have conduct audit procedures including but not limited to obtaining the most recent investment structure chart of the Company and reviewing relevant changes; understanding the appropriateness of recognition basis and classification of investments accounted for using equity method; assessing the ownership of the Company to each re-investment; analyzing the composition of the board of directors, management and shareholders and the power of shareholders to direct the relevant activity to confirm whether the investments of the Company were accounted for according to IFRS; verifying whether the Company had obtained audited financial statements when recognizing share of profit (loss) and share of other comprehensive income using equity method. In addition to understanding the impact the investees’ significant events made on the Company’s individual financial statements, we

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further evaluated whether the measurement of the investment accounted for using equity method complied with IFRS and IAS.

Meanwhile, we verified the existence and ownership of the investment by confirmation or physical count procedures. We also considered the investments accounted for using equity method appropriateness of the disclosure in respect of Note 6 of the parent company only financial statement.

Other Matter – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain investments accounted for using equity method whose statements are based solely on the reports of other auditors. These investments accounted for using equity method amounted to NTD 5,566,274 thousand and NTD 5,488,516 thousand, representing 17% and 17% of the parent company only total assets as of December 31, 2020 and 2019, respectively. The related share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method amounted to NTD 319,123 thousand and NTD 141,387 thousand, representing 109% and 23% of the net profit before tax for the years ended December 31, 2020 and 2019, respectively, and the related share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method amounted to NTD (104,361) thousand and NTD 2,794 thousand, representing 63% and (1)% of the other comprehensive income for the years ended December 31, 2020 and 2019, respectively.

Responsibilities of Management and Those Charged with Governance for the Parent Company only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities for the Audit of the Parent Company only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material

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misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant

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deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2020 the parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Lin, Su-Wen

Chen, Chih-Chung

Ernst & Young, Taiwan March 30, 2021

Taipei, Taiwan Republic of China

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying parent company only financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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Independent Auditors’ Report Translated from Chinese

Report of Independent Auditors

To Kinpo Electronics, Inc.

Opinion

We have audited the accompanying consolidated balance sheets of Kinpo Electronics, Inc. and its subsidiaries (the “Company” and its subsidiaries) as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the consolidated financial statements including the summary of significant accounting policies (collectively referred to “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2020 and 2019, and its consolidated financial performance and cash flows for the years ended December 31,2020 and 2019, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2020 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Timing of Revenue Recognition

The Company and its subsidiaries recognized operating revenue in the amount of NTD 128,219,874 thousand in 2020. The main source of revenue was from the production and sales of a variety of consumer electronic products, which were not manufactured until orders were received. As the Company and its subsidiaries had a large number of customers and products were sold to domestic and international markets involving a various commercial terms, the correctness of revenue recognition timing by transferring commodity control on merchandise to customers was material to the consolidated financial statements, we therefore considered this key audit matter.

For the revenue recognition, we have conducted audit procedures including but not limited to evaluating and testing the design and operating effectiveness of internal controls with respect to the revenue cycle; selecting representative samples to conduct test of details by inspecting transaction record and verifying the key conditions of the orders or agreements to confirm the timing when a performance obligation is satisfied, and conducting cutoff test on transactions recognized within a certain period of time before and after the balance sheet date by selecting samples to review the conditions of transactions and vouch relevant transaction documents as evidence to confirm that a performance obligation is satisfied. We also considered the appropriateness of operating revenue disclosure in Note 6 of consolidated financial statements.

Business Combination

According to IFRS 10, regardless of the nature of the investment, it is necessary for the investor to re-assess whether or not it controls an investee when deciding whether the investor is the parent company. Since the Company and its subsidiaries holds less than 50% of the shares of some consolidated entities, whether the Company has control over the consolidated entities would directly affect the consolidated financial statements. Therefore, we considered this a

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key audit matter.

We have conducted audit procedures including but not limited to obtaining the Company and its subsidiaries’ latest organizational chart of the affiliates and reviewing relevant changes. In addition, we reviewed the overall shareholding percentage of each consolidated entity and analyzed the composition of the board of directors and management, the holding percentages of the top ten shareholders, the level of ownership dispersion, attendance rate in shareholders’ meetings, and the power of the shareholders to direct the relevant activities to confirm the Company’s evaluation of the control over its consolidated entities. We also considered the appropriateness of the disclosure in respect of business combination in Notes 4 and 5 of the consolidated financial statement.

Other Matter – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain consolidated subsidiaries, which statements reflect total assets of NTD 8,415,570 thousand and NTD 8,549,907 thousand, constituting 8% and 9% of consolidated total assets as of December 31, 2020 and 2019, respectively, and total operating revenues of NTD 4,661,549 thousand and NTD 5,404,469 thousand, constituting 4% and 4% of consolidated operating revenue for the years ended December 31, 2020 and 2019, respectively. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. We did not audit the financial statements of certain investments accounted for using equity method whose statements are based solely on the reports of other auditors. These investments accounted for using equity method to NTD 3,646,802 thousand and NTD 3,550,861 thousand, constituting 4% and 4% of consolidated total assets as of December 31, 2020 and 2019, respectively. The related shares of profit (loss) of associates and joint ventures accounted for using equity method amounted to NTD 363,771 thousand and NTD 426,869 thousand, constituting 53% and 54% of the consolidated net profit before tax for the years ended December 31, 2020 and 2019, respectively, and the related shares of other comprehensive income of associates and joint ventures accounted for using equity method amounted to NTD (124,510) thousand and NTD 43,337 thousand, constituting 23% and (6)% of the consolidated other comprehensive income for the years ended December 31, 2020 and 2019, respectively.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the

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International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit

3. 14 -

procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.

1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

2. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.

3. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

4. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2020 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Others

We have audited and expressed an unqualified opinion with other matter paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2020 and 2019.

Lin, Su-Wen

Chen, Chih-Chung

Ernst & Young, Taiwan March 30, 2021

Taipei, Taiwan Republic of China

Notice to Readers

The accompanying consolidated financial statements are intended only to present the financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying consolidated financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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Audit Committee’s Revew Report

The 2020 standalone and consolidated financial statements of the Company prepared ‐ by the Board have been audited by CPAs Lin, Su Wen and Chen, Chih-Chung of Ernst & Young, who have issued the independent auditors’ report. These financial statements, along with the business report and earnings distribution proposal, have been reviewed by us, as the audit committee of the Company. We deem no ‐ discrepancy. Therefore, this report is presented in accordance with Article 14 4 of the Securities and Exchange Act and Article 219 of the Company Act for approval.

To:

Kinpo Electronics Inc. 2021 Annual Shareholders’ Meeting

Convener of Audit Committee:

Mei-Yueh Ho

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March 30, 2021

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Proposed by the Board

Report Item 3

Subject: Report on 2020 Distribution of Remunerations to Employees and Directors Explanations:

• (1) The 2020 remunerations to employees and directors were adopted by the resolution in the first 2021 board meeting on March 30, 2021. The 9% remunerations to employees amounting to NT$ 29,652,078 will be provided, as will the 2% remunerations to directors amounting to NT$ 6,589,351.

• (2) The remunerations will be paid by cash, and the chairman is authorized to conduct the payment with full powers to the extent of the remuneration amount so resolved.

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Report Item 4

Proposed by the Board

Subject: Report on 2020 Earnings Distribution by Cash Explanations:

• (1) On March 30, 2021, the Company was approved by the first board meeting resolution, and the profit distribution for the year 2020 was NT $ 0.3 per share, according to the number of outstanding 1,398,705,211 shares. The cash dividend allotment amounted should be NT $ 419,611,564.

• (2) If there subsequently occurs any change of laws, any change approved by the competent authority, or any change of common shares of the Company (e.g. employee stock option conversion, transfer or cancellation of the Company’s shares repurchased, domestic capital increase in cash, exercise of employees’ stock warrants etc.) or other factors would affect the number of outstanding shares and, in turn, cause a change in dividend distribution ratio, it was proposed that the Board of Directors mentioned in the preceding paragraph authorized the chairman with full powers to make adjustment depending on the actual number of outstanding shares.

• (3) The cash dividend distributed to each shareholder will be rounded down to the nearest whole number; all numbers after the decimal will be truncated. The total of the truncated NTD amounts will be recognized in “other income.”

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Ratification Items

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Ratification Items

Item 1 Proposed by the Board

Subject: The Company’s 2020 business report and financial statements are submitted for ratification.

Explanations:

• (1) The 2020 business report and financial statements (including consolidated and standalone financial statements) of the Company have been prepared and adopted by resolution of the Board, then submitted to and reviewed by the audit committee (the earnings distribution proposal is itemized as Ratification Item 2).

• (2) The business report and consolidated financial statements (including ‐

• standalone financial statements) as detailed in Report Item 1 (pages 3 4) ‐

• and Annex 1 (pages 25 34) are attached for ratification.

(For details of notes to financial statements in Annex 1, please go to the website https://emops.twse.com.tw/server-java/t58query “ Market Observation Post System”→ electronic book → financial statements → stock code: 2312, year: 2020 → search → Year: 2020_4Q)

Resolution:

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Proposed by the Board

Item 2

Subject: The 2020 earnings distribution proposal of the Company is submitted for ratification.

Explanations:

• (1) For distributing 2020 earnings, The Board has prepared the following earnings distribution table in accordance with relevant laws and regulations and the Company’s articles of incorporation.

• (2) The below is proposed for ratification:

Kinpo Electronics, Inc.

Earnings Distribution Proposal for The Year 2020

Unit: NT$

Item	Amount
Unappropriated retained earnings of previous years	694,076,729
Add: Net income of 2020	142,183,626
Add: Actuarial gains and losses from defined benefits plan in 2020	39,082,919
Less: Disposal of investments in equity instruments designated at fair value through other comprehensive income	130,329,705
Appropriated items:
Less: 10% Legal reserve	5,093,684
Less: Special reserve	75,049,210
Retained earnings available for distribution in 2020	664,870,675
Distributable items:
Less: Dividend to shareholders (NT$0.3 per share)	419,611,564
Unappropriated retained earnings of 2021	245,259,111

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Chairman: General Manager: Accounting Manager:

Resolution:

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Discussion Items

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Discussion Items

Item 1

Proposed by the Board

Subject: To lift non-competition restrictions on new directors and their representatives. Explanation:

• (1) According to Article 209 of the Company Act, any Director conducting business for himself/herself/itself or on another’s behalf, whereby the scope of the business coincides with the scope of the Company’s business, shall explain at the Shareholders’ Meeting the essential contents of such conduct, and obtain approval from shareholders in the Meeting.

• (2) It is proposed for the shareholders meeting to lift non-competition restrictions on board members and their representatives. The list of competition restrictions on Directors proposed to be release is attached hereto as Annex II in pages 35.

Resolution:

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Incidental Motions

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Adjournment

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Annex

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ANNEX I

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ANNEX II

Kinpo Electronics, Inc.

List of competition restrictions on Director Candidates proposed to be released

Position	Name	Key Positions Held in Other Companies
Chairman		Cal-Comp Electronics (USA) Co., Ltd.	Director
		Cal-Comp Electronics de Mexico Co. S.A. de C.V.	Director
		Cal-Comp Precision (Philippines), Inc.	Director
	Hsu, Sheng-Hsiung
		Cal-Comp USA (Indiana), Co., Inc.	Director
		Cal-Comp USA (San Diego), Co., Inc.	Director
		Cal-Comp Precision Holding Co., Ltd.	Chairman
Director	Hsu, Chieh-Li	Compal Electronics, Inc.	Director
		AcBel Telecom Inc.	Director
		AcTek Energy Co., Ltd.	Director
		AcRay Energy Co., Ltd.	Director
		AcBel Electronic(Dong Guan) Co., Ltd.	Chairman
		AcBel Electronic (Wuhan) Co., Ltd.	Chairman
		Acbel Polytech (Ireland) Limited	Director
		Acbel Polytech (Philippines) Inc.	Chairman
		Acbel Polytech (Philippines) Inc.	General Manager
		Acbel Polytech Holdings Inc.	Director
		AcBel Polytech International Inc.	Director
		CK Holdings Inc.	Director
		CSA Holdings Inc.	Director
		EPI Technology Venture Pte. Ltd.	Director
		Evercomm Singapore Pte. Ltd.	Director
		CastleNet Technology Inc.	Director
		Cal-Comp Electronics(Thailand) Public Company Limited	Vice Chairman
Director	Shen, Shyh-Yong	Cal-Comp Asset Management (Singapore) Pte. Ltd.	Director
Director	Chen, Jui-Tsung	Powertech Technology Inc.	Independent Director
		Chengdian Culture and Education Foundation	Chairman
Independent Director	Ho, Mei-Yueh	Ownard Therapeutics SA Independent Director
		Center Laboratories, Inc. Independent Director
Independent Director	Hsieh, Fa-Dah	SOL-PLUS(HK) Co., Limited Director
		Excelsior Capital Management Co., Ltd. Director

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Position	Name	Key Positions Held in Other Companies
Director	Chen, Wei-Chang	Cal-Comp Asset Management, Inc. Chairman
		Cal-Comp Technology (Philippines), Inc. Chairman
		AcBel Polytech Inc. Director
		Jipo Investment Inc. Director
		Cal-Comp USA (Indiana), Co., Inc. Director
		HippoScreen Neurotech Corp. Director
		Cal-Comp Electronics And communications Co., Ltd. Rep. of Institutional Director & General Manager
		Kinpo Electronics (Philippines), Inc. Chairman
		Kinpo Electronics (China) Co., Ltd. Director & General Manager
		Dongguan Kaipo Electronics Co., Ltd. Chairman
		CastleNet Technology (BVI) Inc. Rep. of Institutional Director
		Ascendant Private Equity Investment Ltd. Director
		Kinpo Group Management Consultant Company Rep. of Institutional Director
		iHELPER Inc. Rep. of Institutional Director
		Pchome (Thailand) Co., Ltd. Director
		Cal-Comp Electronics(Thailand) Public Company Limited Director
		Cal-Comp Precision Holding Co., Ltd. Rep. of Institutional Director
		Cal-Comp Precision (Philippines), Inc. Director
		Cal-Comp Optical Electronics (Suzhou) Co., Ltd. Chairman & General Manager
		ICKP(Beijing) Technology Development Co., Ltd. Chairman
		Cal-Comp Electronics and Communications (Suzhou) Co., Ltd. Chairman & General Manager
		Cal-Comp Electronics de Mexico Co., S.A. de C.V. Director
		Logistar International Holding Co., Ltd. Rep. of Institutional Director
		Cal Comp (Malaysia) SDN. BHD. Chairman

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APPENDIX

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APPENDIX I

Kinpo Electronics, Inc. Articles of Incorporation

Chapter One General Provisions

Article 1

The Company is incorporated as a company limited by shares under the provisions set forth in the Company Act in the full Chinese name of 金寶電子工業股份有限公司 and the full English name of Kinpo Electronics, Inc.

Article 2

The lines of business of the Company shall include the following:

1. CB01020 Office Machine Manufacturing

2. CB01990 Other Machinery Manufacturing Not Elsewhere Classified

3. CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing

4. CC01060 Wired Communication Equipment and Apparatus Manufacturing

5. CC01070 Telecommunication Equipment and Apparatus Manufacturing

6. CC01080 Electronic Parts and Components Manufacturing

7. CC01110 Computers and Computing Peripheral Equipment Manufacturing

8. CF01011 Medical Materials and Equipment Manufacturing

9. E601020 Electric Appliance Installation

10. E603050 Cybernation Equipment Construction

11. E604010 Machinery Installation Construction

12. E605010 Computing Equipment Installation

13. F111090 Wholesale of Building Materials

14. F113010 Wholesale of Machinery

15. F113020 Wholesale of Household Appliance

16. F113030 Wholesale of Precision Instruments

17. F113050 Wholesale of Computing and Business Machinery Equipment

18. F113070 Wholesale of Telecom Instruments

19. F113110 Wholesale of Batteries

20. F113990 Wholesale of Other Machinery and Equipment

21. F118010 Wholesale of Computer Software

22. F119010 Wholesale of Electronic Materials

23. F211010 Retail Sale of Building Materials

24. F213010 Retail Sale of Household Appliance

25. F213030 Retail Sale of Computing and Business Machinery Equipment

26. F213040 Retail Sale of Precision Instruments

27. F213060 Retail Sale of Telecom Instruments

28. F213080 Retail Sale of Machinery and Equipment

29. F213110 Retail Sale of Batteries

30. F218010 Retail Sale of Computer Software

31. F219010 Retail Sale of Electronic Materials

32. F213990 Retail Sale of Other Machinery and Equipment

33. F401010 International Trade

34. I199990 Other Consultancy

35. I301010 Software Design Services

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37. I301020 Data Processing Services

38. I301030 Digital Information Supply Services

39. IG02010 Research Development Service

40. JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops

41. H703100 Real Estate Rental and Leasing

42. F108031 Wholesale of Drugs, Medical Goods

43. F208031 Retail Sale of Medical Equipment

44. CC01101 Retrained Telecom Radio Frequency Equipment and Materials Manufacturing

45. F401021 Retrained Telecom Radio Frequency Equipment and Materials Import

46. ZZ99999 All business items that are not prohibited or restricted by law, except those are subject to special approval

Article 3

The Company may, in line with its business needs, provide guarantees externally. The total amount of the Company's reinvestment may exceed 40% of the Company's paid‐in capital.

Article 4

The head office of the Company is located in Taipei, Taiwan. The Company may, as approved by the resolution of the Board of Directors, set up branch offices or factories in compliance with applicable laws and regulations in Taiwan or abroad when necessary. Article 5

The total amount of the Company's authorized capital shall be two billion New Taiwan Dollars (NT$ 2,000,000,000) divided into two billion shares with a par value of ten New Taiwan Dollars (NT$ 10) per share, to be issued in installments, including one hundred fifty million shares retained for the exercise of share subscriptions from the rights of stock warrants or bonds attached with warrants.

Chapter Two Shares

Article 6

The share certificates of the Company shall be serial numbered, signed by or affixed with the seals of Directors representing the Company, and be validated pursuant to the law before they are issued.

The Company may issue shares without printing share certificates, but shall have the shares registered with Taiwan Depository and Clearing Corporation and act pursuant to any of the Depository’s regulations.

Article 7

Employee’s subscription of new shares, employee subscription warrants, restricted stock awards, treasury stocks transferred to employees, etc. shall only be available to employees of holding or subordinate companies meeting certain specific requirements.

Article 8

Shareholders shall provide their real names and residential addresses to the Company or the agent of the Company's shareholder services, and they should also provide the specimens of their signatures or seals to the Company or the agent of the Company's shareholder services for documentation.

Article 9

The shareholder services of the Company, including the transferring, inheritance, and gifting of shares, reporting of loss of share certificates, pledging of stock rights, and other matters such as reporting of loss or change of signatures or seals, change of address, and collection of dividends or other interests, shall be conducted in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies unless otherwise prescribed by other

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applicable laws and regulations. Article 10

Registration for transfer of shares shall be suspended for a period of sixty days before the convention of an annual general meeting of shareholders, thirty days before an extraordinary general meeting of shareholders, or within five days before the base date on which the dividends, bonuses, or other interests to be paid out by the Company.

Chapter Three Shareholders' Meeting

Article 11

Shareholders' meeting shall be of two types, namely the annual and extraordinary general meeting of shareholders, with the former convened by the Board of Directors, in accordance with the law, regularly once a year within six months after the close of each fiscal year, and the later convened, in accordance with the law, when necessary. Article 12

In case a shareholder is unable to attend a shareholders' meeting for any cause, such shareholder may issue a proxy, specifying the scope of authorization for a representative to be present on the shareholder's behalf, in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meeting of Public Companies. Article 13

A shareholders' meeting shall be presided over by the Chairman of the Company. In case the Chairman is on leave or unable to perform his or her duty and power for any cause, the Chairman shall designate one director to act as the chairperson for the meeting; if no such designation is made, the directors of the Board shall elect one among themselves. Article 14

A shareholder of the Company shall have one vote for each share held. Article 15

Unless otherwise provided for under the Company Act, a resolution shall be made at a shareholders' meeting by the shareholders holding and representing a majority of the total number the outstanding shares issued and at which meeting a majority of the shareholders present shall vote in favor of it.

Chapter Four Directors and Functional Committees

Article 16

The Company shall have eleven to fifteen directors whom shall be elected by shareholders through candidate nomination system from the list of nominees. The number of independent directors shall not be less than three and shall not be less than one fifth of the seats in the Board of Directors.

The professional qualifications, shareholding, restrictions on concurrent positions held, method of nomination and election, and other compliance matters with respect to independent directors shall be conducted in accordance with applicable laws and regulations.

The total number of registered shares owned by all directors of the Board of Directors of the Company shall be in compliance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies as promulgated by the Securities and Futures Bureau of the Financial Supervisory Commission.

Article 17

A director shall be elected for a term of three years and may be re‐elected for consecutive terms. In the situation when a director's term of office has reached expiration but the next election has not yet to take place, such director's service shall be extended till the following term of directors assume office.

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The Company may purchase liability insurance for the directors during their term of office to covervthe indemnity which may arise from within the scope of their business duty and responsibilities in accordance with laws.

Article 18

In the situation when the vacancy in the Board of Directors has reached one third of the number of total members, or when all independent directors are dismissed, the Board of Directors shall convene an extraordinary shareholders' meeting within sixty days to elect succeeding directors whose term of office shall be limited to fulfill the remaining period of their predecessors. Article 19

The Board of Directors is organized by directors. The Chairman of the Board of Directors shall be elected from among the attending directors by a majority vote and with the attendance over two thirds of the seats in a meeting of the Board of Directors. The Chairman shall execute all business matters in accordance with applicable laws and regulations, and the resolutions made at the meetings of shareholders and the Board of Directors.

Directors shall attend the meetings of the Board of Directors in person. A director, when unavailable to attend the meeting in person, may issue a proxy specifying the scope of authorization with respect to the subject of the meeting to authorize another director to attend the meeting on his or her behalf. Nevertheless, a director is limited to receive such authorization from only one other director each time.

At the time when a meeting of the Board of the Directors is conducted in the form of a video conference, a director shall be deemed as attending in person if attending the meeting through video conferencing system.

Article 20

The duty and power of the Board of Directors are specified as below:

1. To appoint, dismiss, and approve the compensations of managerial officers and to approve the non‐competition clause on managerial officers

2. To decide and amend the Company's business policy

3. To review the Company's budgetary plan and financial statement

4. To determine the distribution of earnings or the loss offsetting proposal

5. Upon the amount of endorsement, guarantee, and acceptance provided to the related parties in excess of the limit prescribed by the Board of Directors, any excess shall be submitted to the Board of Directors for approval.

6. Upon the amount of borrowing from external sources and credits offered to external parties in excess of the limit prescribed by the Board of Directors, any excess shall be submitted to the Board of Directors for approval.

7. To establish, adjust and remove any important internal body of the Company and to formulate and amend the content of the Articles of Incorporation.

8. To decide the prices of securities for private equity placement and the method for selecting specific placees.

9. To exercise other duties and powers granted in accordance with laws and regulations and by the shareholders' meetings.

Article 21

In order to ensure its performance in monitoring and strengthen its management, the Board of Directors may set up various functional committees with their organizational charters be separately formulated in accordance with applicable laws and regulations and the Company's guidelines.

The Company shall set up the Audit Committee organized by all of the independent directors in accordance with the Article 14‐4 of the Securities and Exchange Act.

The Audit Committee shall be responsible of exercising a supervisor's duty and power as provided

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in the Company Act, the Securities and Exchange Act and other applicable laws and regulations. Article 22

Regardless whether the Company makes profits or suffers losses, the Company shall pay the directors remunerations for their services for the Company. The aforesaid remunerations of all the directors shall be determined based on the extent of their participation in the Company's operation and their contribution, at the same time with reference to the general level in the industry, by the Company's Remuneration Committee and submitted to the Board of Directors for discussion and approval.

Article 23

Prior to the convention of a meeting of the Board of Directors, a meeting notice in which specifies the subject shall be sent to directors seven days in advance. However, a meeting may be called at anytime under urgent circumstances.

The afore‐mentioned meeting notice may be sent via fax or email.

Chapter Five Managerial Officer

Article 24

The Company may appoint a multiple number of managerial officers whose appointment, dismissal and compensations shall be conducted in accordance with the Article 29 of the Company Act.

Chapter Six Distribution of Earnings after Closing

Article 25

The Company's fiscal year is determined as the dates of solar calendar. After the close of each fiscal year, the Board of Directors shall provide and submit the following reports to the shareholders' meeting for acceptance in accordance with the legal procedures.

1. Business Report

2. Financial Statement

3. Proposals regarding earning distribution or loss offsetting

Article 26

The Company, if profitable in the year, shall set aside no less than 2% of the profit as compensation for the employees and no higher than 2% as remuneration for the directors. However, the Company, when accumulated losses remain on the account, shall reserve a portion of its earnings to offset the losses first.

The afore‐mentioned profit of the year refers to the earnings before tax excluding the deduction of compensations for the employees and remunerations for the directors.

The proposals with respect to the distribution percentages of the employees' compensation and the directors' remunerations and the employees' compensation to be paid in cash or by stock shall be consented by a majority of the attending directors with the attendance of over two thirds of the seats in a meeting of the Board of Directors. The resolutions made by the Board shall then be reported to the shareholders' meeting.

Employees' compensation in the form of cash or stock shall only be paid to employees controlling or subordinate companies meeting certain specific requirements.

Article 26‐1

The Company's earnings of the year, if any, shall be allocated to pay taxes and offset the accumulated losses from previous years first, and then set aside 10% as legal reserve. The Company shall then appropriate or reverse a certain amount as special reserve in compliance with applicable laws or regulatory requirements. The remaining earnings, if any, may be put together with the retained earnings at the beginning of the fiscal year and the adjustment amount of the undistributed earnings of the year. The Board shall propose a distribution proposal according to

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the circumstances. Where profit distribution will be in form of issuing new shares, the shareholders’ meeting shall deliberate and approve before shares are issued for profit distribution.

Where part or all of dividends and bonuses, capital reserve or legal reserve are distributed in cash, a Board meeting is convened. Two-thirds of the Board shall attend the meeting and one-half of the attending Directors shall vote for the proposal and then report to the shareholders’ meeting before the cash issuing.

With respect to the aforementioned distribution of dividends, the earnings distributable of the year may be paid out in full in consideration of the Company's financial, business and management arrangements. The cash dividends shall not be less than 10% of the total of the cash and stock dividends distributed of the year.

Chapter Seven Supplementary Provisions

Article 27

With regard to the matters not provided for in these Articles of Incorporations, the Company Act, the Securities and Exchange Act and other applicable laws and regulations shall govern. Article 28

The Company's internal organizational charter and operational procedures shall be additionally determined by the resolutions of the Board of Directors. Article 29

These Articles of Incorporation were enacted on March 29, 1973, and amended on June 30, 1975 for the first time, amended on August 2, 1975 for the second time, amended on July 25, 1976 for the third time, amended on June 6, 1977 for the fourth time, amended on July 25, 1978 for the fifth time, amended on November 26, 1979 for the sixth time, amended on June 1, 1980 for the seventh time, amended on January 25, 1981 for the eighth time, amended on February 26, 1981 for the ninth time, amended on November 18, 1981 for the tenth time, amended on December 13, 1981 for the eleventh time, amended on March 24, 1982 for the twelfth time,

amended on December 27, 1982 for the thirteenth time, amended on January 3, 1983 for the fourteenth time, amended on November 30, 1983 for the fifteenth time, amended on February 20, 1984 for the sixteenth time, amended on April 6, 1986 for the seventeenth time, amended on May 7, 1987 for the eighteenth time, amended on February 1, 1988 for the nineteenth time, amended on November 26, 1988 for the twentieth time, amended on April 2, 1989 for the twenty‐first time, amended on April 23, 1989 for the twenty‐second time, amended on April 16, 1990 for the twenty‐third time, amended on April 9, 1991 for the twenty‐forth time, amended on April 15, 1992 for the twenty‐fifth time, amended on April 16, 1993 for the twenty‐sixth time, amended on March 31, 1994 for the twenty‐seventh time, amended on April 8, 1995 for the twenty‐eighth time,

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amended on April 11, 1996 for the twenty‐ninth time, amended on June 6, 1997 for the thirtieth time, amended on April 15, 1998 for the thirty‐first time, amended on May 25, 1999 for the thirty‐second time, amended on April 18, 2000 for the thirty‐third time, amended on April 10, 2001 for the thirty‐forth time, amended on April 10, 2001 for the thirty‐fifth time, amended on May 28, 2002 for the thirty‐sixth time, amended on May 27, 2003 for the thirty‐seventh time, amended on May 27, 2004 for the thirty‐eighth time, amended on May 31, 2005 for the thirty‐ninth time, amended on June 14, 2006 for the fortieth time, amended on June 12, 2007 for the forty‐first time, amended on June 16, 2008 for the forty‐second time, amended on June 10, 2009 for the forty‐third time, amended on June 15, 2010 for the forty‐fourth time, amended on June 15, 2011 for the forty‐fifth time, amended on June 19, 2012 for the forty‐sixth time, amended on June 13, 2013 for the forty‐seventh time, amended on June 24, 2014 for the forty‐eighth time, amended on June 22, 2015 for the forty‐ninth time, amended on June 22, 2016 for the fiftieth time. and amended on June 24, 2019 for the fifty-first time.

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APPENDIX II

Kinpo Electronics, Inc. The Rules of Procedures for the Shareholders’ Meeting

Effective by the resolution of the Annual General Meeting of Shareholders on May 28, 2002

1. Kinpo Electronics, Inc. (the “Company”) shall convene the shareholders’ meeting in accordance with these Rules of Procedures (the “Rules”) unless otherwise prescribed by other applicable laws and regulations.

2. The Company shall provide a signature book for the attending shareholders to sign in, or instead the attending shareholders shall submit sign-in cards to complete the registration process to be admitted to the shareholders’ meeting.

3. The attendance and the voting shall be calculated based on the number of shares represented by the shareholders attending the shareholders’ meeting.

4. A shareholders’ meeting shall be convened at a venue where the Company is located or a venue convenient for shareholders’ attendance and suitable for the convention. A shareholders’ meeting shall not begin earlier than 9:00 a.m. or later than 3:00 p.m.

5. The Chairman of the Company shall preside as the chairperson at a shareholders’ meeting if the meeting is convened by the Board of the Directors of the Company. In the situation where the Chairman is on leave or unavailable to perform his or her duty and power for any cause, the Vice Chairman of the Company shall act as the chairperson for the meeting. In the situation where there is no vice chairman or the Vice Chairman of the Company is on leave or unavailable to perform his or her duty and power for any cause, the Chairman shall designate a Managing Director to act as the chairperson on his or her behalf. In the situation where there is no managing director, the Chairman shall designate one Director from the Board of Directors to act as the chairperson for the meeting. In the absence of such designation, the Managing Directors or Directors of the Board shall elect one from among themselves an acting chairperson for the shareholders’ meeting.

Where the shareholders’ meeting is convened by a person who is entitled to convene the meeting but is not a member of the Board of Directors, such person shall perform the duty as the chairperson for the shareholders’ meeting. In the situation where there are two or more people who are entitled to convene the meeting, a chairperson shall be elected from among themselves.

1. The Company may appoint its lawyers, accountants or any other people relevant to the meeting to be present at the shareholders’ meeting.

The supporting staff for the proceeding of a shareholders’ meeting shall wear an identification badge or armband.

1. The Company shall video-tape or audio-tape the entire proceeding of a shareholders’ meeting, and the recording shall be kept for at least one year.

2. The chairperson of a shareholders’ meeting shall call the meeting to order at the time when the

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meeting is scheduled to commence. If the number of shares represented by the attending shareholders has not yet constituted more than an aggregate of one-half of the total outstanding shares issued, the chairperson may postpone the time for the meeting. The postponements shall only reach two times at most, and the meeting shall not be postponed for more than one hour in total. If after two postponements the shares represented by attending shareholders has not reached the quorum but has constituted more than one third of the total of outstanding shares issued, a tentative resolution may be passed in accordance with the Article 175-1 of the Company Act. Before the end of such meeting, if the shares represented by the attending shareholders has constituted more than one half of the total of outstanding shares issued, the chairperson may bring the already passed resolution for voting again in accordance with the Article 174 of the Company Act.

1. The agenda of a shareholders’ meeting shall be established by the Board of Directors if the meeting is convened by the Board of Directors of the Company. Unless otherwise approved in the shareholders’ meeting, the meeting shall proceed in accordance with the pre-arranged agenda.

The preceding paragraph applies in the situation where a shareholders’ meeting is convened by a person, other than a member of the Board of Directors, entitled to convene such a meeting.

Unless otherwise resolved at the shareholders’ meeting, the chairperson shall not announce adjournment until the agenda prescribed in the preceding two paragraphs (including extraordinary motions) are resolved.

After the meeting is adjourned, shareholders shall not elect a chairperson and resume the meeting at the same or another venue.

In the situation where the chairperson adjourns the meeting in violation of the Rules, a new chairperson may be elected by more than half of the votes from the shares represented by the attending shareholders so that the meeting is able to be continued.

1. When a shareholder attending a shareholders’ meeting wishes to speak, he or she should fill out a speech note with a summary of the speech, shareholder’s account number (or the number of attendance card) and the account name of the shareholder in advance. The sequence of speeches shall be determined by the chairperson.

If any attending shareholder at the shareholders’ meeting submits a speech note but does not speak, no speech shall be deemed to have been made by such shareholder. In case content of the speech of a shareholder are inconsistent with the content of the speech note, the content of actual speech shall be taken into account.

The speech of a shareholder shall remain concrete, clear, and relevant to the agenda otherwise the chairperson may stop the speech of such shareholder.

Unless otherwise permitted by the chairperson and the speaking shareholder, no shareholder shall interrupt the speech of other shareholders. The chairperson shall stop such interruption.

1. No shareholder shall speak more than twice regarding the same item without the chairperson’s consent, and the time of each speech shall not exceed five minutes. Nevertheless, the speech may extend for three minutes if permitted by the chairperson.

In case the speech of any shareholder violates the preceding paragraph or exceeds the scope of the agenda item, the chairperson may stop the speech of such shareholder

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• A corporate shareholder should only appoint one person as its representative to attend a shareholders’ meeting.

In the situation where a corporate shareholder has appointed two or more representatives to attend the shareholders’ meeting, an appointment letter shall be provided and only one representative can speak for each agenda item.

1. After the speech of a shareholder, the chairperson may make responses by him or herself or appoint an appropriate person to respond.

2. The chairperson may announce end of discussion of an item listed in the agenda and submit the item for voting if the chairperson deems that the item is ready for voting.

3. With respect to the voting of each proposal, the people who conduct ballot examination and counting shall be designated by the chairperson. At the same time, the ballot examiners also have to be shareholders.

The result of each vote shall be announced at the meeting immediately and shall be recorded into the minute.

1. The chairperson may, at his or her own discretion, set time for intermission during the course of a shareholders’ meeting.

2. Unless otherwise provided for under the Company Act, the Articles of Incorporation and other applicable laws and regulations, a proposal put to vote shall be approved by consent of a majority of shares represented by attending shareholders at the meeting. During the voting process, a proposal which proves to meet no objection from the attending shareholders after the inquiry made by the chairperson shall be deemed passed in the validity same as a proposal resolved through balloting process.

In the situation when a person who acts as the proxy for two or more shareholders concurrently, the number of votes represented by such person shall not exceed three percent of the total number of votes of the Company and the portion of excessive votes represented by such proxy shall not be counted. Any shareholder who bears a personal interest that may conflict with and impair the interest of the Company in respect of any proposed matter shall abstain from voting and shall not act as a proxy for other shareholders to exercise voting with respect to the said matter.

1. In the case of an amendment or alternative to an original proposal, the chairperson shall decide on the order of voting together with the original proposal. However, if one of such proposals has been approved, the others shall be deemed overruled and no further vote is required.

2. The chairperson may request picketers (or security guards) to assist in maintaining the order at the meeting venue. Members of the picket (or security guards) shall wear armbands with the word "Picket" when maintaining the order at the meeting venue.

3. Any matters which are not adequately provided for herein shall be subject to the Company Act, the Securities and Exchange Act, the Articles of Incorporation or other applicable laws and regulations.

4. The Rules and any amendment shall take effect after being approved at the shareholders’ meeting.

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APPENDIX III

Shareholding Facts by All Directors of the Company

1. Requirements as expressly provided for in Article 26 of Securities and Exchange Act and Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies:

Here at the Company, other than independent directors, the minimum shareholding by all directors shall be 35,258,669 shares. As of April 24, 2021, their actual shareholding was in total number of 89,486,324 shares.

1. As of the date to discontinue share transfer registration on April 24, 2021, the shareholding facts as shown through the shareholders register are:

Position title	Name	Number of shares held when elected	Number of shares held when elected	Number of shares held currently	Number of shares held currently
		Aggregate total shares held	Shareholding ratio	Aggregate total shares held	Shareholding ratio
Chairman	Hsu,Sheng-Hsiung	13,683,942	0.94%	13,683,942	0.93%
Director	Hsu,Sheng-Chieh	4,498,985	0.31%	4,632,835	0.32%
Director	Shen,Shyh-Yong	21,253,000	1.46%	17,553,000	1.19%
Director	Ko,Charng-Chyi	4,707,915	0.32%	4,707,915	0.32%
Director	Chen,Jui-Tsung	2,143,952	0.15%	2,143,952	0.15%
Director	Hsu,Chieh-Li	3,106,230	0.21%	9,363,230	0.64%
Director	Chou,Yen-Chia	4,240,289	0.29%	4,240,289	0.29%
Director	Chen,Yi-Chang	2,703,114	0.19%	2,703,114	0.18%
Director	Hsu,Wei-Yang	999,804	0.07%	999,804	0.07%
Director	Chen,Pei-Yuan	2,238,372	0.15%	2,338,372	0.16%
Director	Huang,Yu-Hui	3,447,382	0.24%	3,947,382	0.27%
Director	Peng Pao Technology Co.,Ltd.	23,172,489	1.60%	23,172,489	1.58%
Independent director	Ho, Mei-Yueh	0	0.00%	0	0.00%
Independent director	Huang, Chih-Peng	0	0.00%	0	0.00%
Independent director	Hsieh, Fa-Dah	0	0.00%	0	0.00%
The number and percentage of shares held byall directors		86,195,474	5.94%	89,486,324	6.09%

Note 1: Date when elected June 24, 2019.

• Note 2: Upon the date when elected, the aggregate total outstanding shares came to 1,452,081,211 shares.

• Note 3: As of April 24, 2021, the aggregate total outstanding shares came to 1,469,111,211 shares in number.

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APPENDIX IV

The impact by the present issuance of bonus shares upon the Company’s business performance, earnings per share (EPS) and rate of investment return to shareholders

Not applicable. No issuance of bonus shares by the Company in the present shareholders’ meeting.

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APPENDIX V

Information relevant to proposals by a shareholder (s) holding over 1% of the aggregate total outstanding shares

• I. Pursuant to Article 172~1 of the Company Act, proposals posed by shareholders for the regular shareholders' meeting were accepted from April 9 to April 19, 2021.

• II. During the aforementioned period, no shareholder holding over 1% of the aggregate total outstanding shares submitted a proposal.

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