LUNG MING — AGM Information 2023

Sep 4, 2023

Stock Code:3018

LUNG MING GREEN ENERGY TECHNOLOGY ENGINEERING CO., LTD.

Lung Ming Green Energy Technology Engineering Co., Ltd.

(Originally named: Tung Kai Technology Engineering Co., Ltd.)

1st Shareholders' Extraordinary Meeting in 2023

Parliamentary Procedure Handbook

Convention method: physical shareholders’ meeting Convention date: 9:00 am, August 28, 2023 (Monday)

Convention venue: No. 8, Zhifu Rd, Zhongshan District, Taipei City (3F Tsui Hall, Dazhi Denwell)

Table of Contents

One. Meeting Procedures………………………………………………………2 Two. Shareholders’ Meeting Agenda………………………………………….3 Three. Reports………………………………………………………………….4 Four. Election…………………………………………………………………..5 Five. Other Matters……………………………………………………………7 Attachment…………………………………………………………………….. Attachment 1. Improvement plan for excessive lending of construction fund of the subsidiary, Tongkai Construction Co., Ltd….9 Attachment 2. A Improvement plan for excessive lending of construction fund of the subsidiary, Gampire Technology Co., Ltd...11 Appendix……………………………………………………………………….. Appendix 1. Articles of Incorporation………………………………….13 Appendix 2. Rules of Procedure for. Shareholders’ Meetings………...20 Appendix 3. Rules Governing the Election of Directors………………24 Appendix 4. Shareholdings of All Directors……………………………27

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I. Meeting Procedures

Lung Ming Green Energy Technology Engineering Co., Ltd. (Originally named: Tung Kai Technology Engineering Co., Ltd.)

Meeting Procedures of the 1st Shareholders' Extraordinary Meeting in

2023

(I) Call Meeting to Order

(II) Address of Chairman

(III) Reports

(IV) Election

(V) Other Matters

(VI) Extempore Motion

(VII) Adjournment

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II. Shareholders’ Meeting Agenda

Lung Ming Green Energy Technology Engineering Co., Ltd. (Originally named: Tung Kai Technology Engineering Co., Ltd.) Agenda of the 1st Shareholders' Extraordinary Meeting in 2023

• I. Convention method: physical shareholders’ meeting

II. Meeting time : 9:00 am, August 28, 2023 (Monday)

III. Meeting venue: No. 8, Zhifu Rd, Zhongshan District, Taipei City (3FTsui Hall, Dazhi Denwell)

• IV. Shareholders’ Meeting Agenda

• (I) Call Meeting to Order

• (II) Address of Chairman

• (III) Reporting matters: Improvement status of the excessive lending of construction fund from the subsidiaries, Tongkai Construction Co., Ltd. And Gampire Technology Co., Ltd., to the affiliated company, Wingo.

• (IV) Election matters: Supplemental election of director.

• (V) Other matters: Cancellation of the no-compete agreement for newly elected directors and institutional representatives.

• (VI) Extempore Motion

• (VII) Adjournment

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III.Reporting matters

Proposal 1

Cause: Please review the Improvement status of the excessive lending of construction fund from the subsidiaries, Tongkai Construction Co., Ltd. and Gampire Technology Co., Ltd., to the affiliated company, Wingo.

Description: Please refer to Appendix I on page 9 and Appendix II on page 11 for the improvement plan for excessive lending of construction fund.

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IV. Election matters

Proposal 1(Proposed by the Board)

Cause: Supplemental election of director.

Description:

I. The Company resolved to dismiss three corporate representative directors and one natural person director of Yang Ming Spring at the annual shareholders' meeting on June 30, 2023. The current board consists of two

directors and three independent directors. As the number of board vacancies has reached one third of the total seats defined in the articles of incorporation, a shareholder’s extraordinary meeting should be convened within sixty days from the date of occurrence to elect replacements per regulations.

II. In accordance with Article 16 from Chapter 4 of the Company’s articles of incorporation, there should be seven to eleven directors (including three independent directors). The actual number of directors to be elected should be resolved by the Board of Directors. The Company proposes to elect two directors at the 2023 shareholder’s extraordinary meeting on August 28, 2023. The directors will be elected by shareholders from a list of candidates.

III.

The new directors will take the office on the date of election,and the term of the office will start from August 28, 2023 to May 31, 2025.

IV. The list of candidates for directors of the Company has been approved by the Board of Directors on August 1,

2023 with related information as follows:

==> picture [442 x 30] intentionally omitted <==

----- Start of picture text -----

Name of Current Shareholding
Education Experience
Candidate positions (unit: shares)
----- End of picture text -----

2023 with related information as follows:	2023 with related information as follows:	2023 with related information as follows:	2023 with related information as follows:	2023 with related information as follows:
Name of Candidate Education Experience Current positions Shareholding (unit: shares)
Huayang Venture Capital Co., Ltd. Representative: Kuo, Hui-Lan	1. Bachelor of Law, National Taiwan University 2. Master of Law, Graduate Institute of National	1. Director, Mirror TV Inc. 2. Arbitrator, Chinese Arbitration Association 3. Legal Counsel, Taipei City Center for Preventionof Domestic	1. Lead Lawyer, Chia Ho International Law Firm 2. Director, Board of Taipei Private	114,000

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==> picture [442 x 578] intentionally omitted <==

----- Start of picture text -----

Development at Violence and Sexual Zhongshan
National Taiwan Assault Elementary
University 4. Consultant, New Taipei School
City Legal Aid 3. Lawyer,
Foundation Shanghai Jin
5. Legal Counsel, Social Mao Partners
Welfare Department of 4. Independent
New Taipei City Director, J & V
Government Energy
6. Legal Counsel, Social Technology Co.,
Welfare Department of Ltd.
Taipei City Government 5. Independent
7. Legal Counsel, Director,
Department of Cultural Skardin
Affairs of Taipei City Industrial
Government Corporation
8. Member, Republic of 6. Independent
China Association for Director, Global
Engineering and Cross-Border
Technology Management Digital Assets
9. Member, Political Party Limited
Review Committee of Company
Executive Yuan Ministry
of the Interior
10. Member, National
Pension Supervisory
Committee of Executive
Yuan Ministry of the
Interior
11. Member, Appeal
Review Committee of
Executive Yuan
Ministry of the Interior
12. Member, Sexual
Harassment Prevention
Committee of New
Taipei City
Government
13. Member, Appeal
Committee of New
Taipei City
Government
14. Supervisory Member,
Taipei City Election
Commission
Huayang Venture Executive MBA, 1. Chairman of Heli 1. Chairman of 114,000
Capital Co., Ltd. Graduate School of Construction Co. , Ltd Heli Construction
Representative: International Affairs 2. Chairman of Fengrui Co. , Ltd
Pan, Chi-Hsiu and Management, Construction Co. 2. Chairman of
National Chi Nan Fengrui
University Construction Co.
----- End of picture text -----

V. Hereby apply for election.

Resolution:

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V. Other matters

Proposal 1 (Proposed by the Board)

Cause: Discussion proposal of the cancellation of the no-compete agreement for newly elected diredtors and institutional representatives.

Description:

• I. In according with Article 209 of the Company Act, directors that have acted within the Company’s business scope for themselves or others should explain their behavior during the shareholders’ meeting to obtain permission.

II. In order to leverage the expertise and relevant experience

of the Company's directors, the Company proposes to cancel the non-compete restrictions on newly elected directors after the re-election under the criteria that the interests of the Company will not be hurt. The details of the new directors to engage in activities within the Company's business scope, either personally or on behalf of others, will be further explained and disclosed in the shareholders’ meeting materials.

III. Please resolve.

Resolution:

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VI. Extempore Motion

VII. Adjournment

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Attachment

Attachment 1: Improvement plan for excessive lending of constr construction fund of the subsidiary, Tongkai Construction Co., Ltd.

Tongkai Construction Co., Ltd

Improvement plan for excessive lending of construction fund

1. Subject: According to the letter No. 1110340846 from the Securities and Futures Bureau of the Financial Supervisory Commission dated April 28, 2022, the improvement plan should be disclosed for the excessive lending at the parent company's board meetings and on the Public Information Observation Station every quarter. Please find the related explanation as follows:

2. Note: Due to the decrease in net value in the Company’s financial statements for 2021, the lending balance in 2022 settled at TWD (same for all below currencies) $47,562 thousand, which was a excess of $40,077 thousand compared with the set limit of $7,485 thousand (40% of the net value of $18,711,427 from the CPA audited reports). Per related regulations, such excess shall be improved within three months.

As of July 31, 2023, the Company's total receivables from WINGO has amounted to USD $1,718,279.8 (book amount is recorded at TWD $47,561,985 with the

agreed loan amount at USD $1,718,279.8).

Contents	USD	Resolved lending limit in USD	Actual disbursement amount in TWD
Funds alreadyloaned	1,718,279.8	1,718,279.8	47,561,985

1. Improvement plan:

2. (1) The parent company's Board of Directors approved the resolution on March 2, 2022, to inject an additional $100,000 thousand in cash into the subsidiary, Tong Kai Construction Co., Ltd. to enhance its competitiveness for external contracts and increase opportunities to bid on large public projects. The capital increase has been registered on July 5, 2022, bringing the paid-in capital to $200 million. However, due to the recognition of losses from the Bade Project

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at the end of 2022, the issue of excessive lending could not be improved.

• (2) The parent company's Board of Directors approved the resolution on June 30, 2022, to inject an additional $100,000 thousand in cash into the subsidiary, Tong Kai Construction Co., Ltd. The capital increase has been registered on May 26, 2022, bringing the paid-in capital to $300 million. However, due to the recognition of losses from the Bade Project at the end of 2023, the issue of excessive lending could not be improved.

• (3) The parent company's Board of Directors approved the resolution on March 14, 2023, to inject an additional $100,000 thousand in cash into the subsidiary, Tong Kai Construction Co., Ltd. The parent company has prepaid investment funds of $91,575 thousand as of July 31, 2023. An increase in the Company’s net value on the financial statements is expected to raise the 40% lending limit and thus improve the status of excessive lending.

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Attachment 2: Improvement plan for excessive lending of construction fund of the subsidiary, Gampire Technology Co., Ltd.

Gampire Technology Co., Ltd.

Improvement plan for excessive lending of construction fund

• I. Subject: According to the letter No. 1110340846 from the Securities and Futures Bureau of the Financial Supervisory Commission dated April 28, 2022, the improvement plan should be disclosed for the excessive lending at the parent company's board meetings and on the Public Information

• Observation Station every quarter. Please find the related explanation as follows:

• II. Note: Due to the decrease in net value in the Company’s financial statements for 2021, the lending balance in 2022 settled at TWD (same for all below currencies) $16,387 thousands, which was a excess of $12,653 thousands compared with the set limit of $3,734 thousands (40% of the net value of $9,334,467 from the CPA audited reports). Per related regulations, such excess shall be improved within three months.

As of July 31, 2023, the Company's total receivables from WINGO has amounted to USD $592,000 (book amount is recorded at TWD $16,386,560 with the agreed

loan amount at USD $592,000).

Contents	USD	Resolved lending limit in USD	Actual disbursement amount in TWD
Funds alreadyloaned	592,000	592,000	16,386,560

III. Improvement plan: The parent company's Board of Directors approved the

• resolution on December 24, 2021, to inject an additional $15,000 thousand in cash into the subsidiary, Gampire Technology Co., Ltd., as working capital. The lending limit, calculated from 40% of the Company’s net value, is expected to be raised to $6,000 thousand. The parent company has prepaid investment funds of $12,183 thousand as of July 31, 2023. The remaining excess amount will be addressed after the completion of the current registration for the capital increase. A

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separate proposal will then be submitted to the parent company's upcoming board meeting for approval to inject further cash into Gampire Technology Co., Ltd. to improve the situation with excessive lending.

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Appendix 1.

Lung Ming Green Energy Technology Engineering Co., Ltd.

Articles of Incorporation

Chapter I General Rules

• Article 1: The Company, in accordance with the regulations of the Company Act, has been organized and officially named as " 隆銘綠能科技工程股份有限公司 " in Chinese characters. The corresponding English name of the company is "LUNG MING GREEN ENERGY TECHNOLOGY ENGINEERING CO., LTD."

• Article 2: The Company’s business services are as follows:

• E502010 Fuel Pipeline Installation Engineering

• E599010 Piping Engineering.

• E602011 Refrigeration and Air Conditioning Engineering.

• E603010 Cable Installation Engineering.

• E603040 Fire Safety Equipment Installation Engineering.

• E603050 Automatic Control Equipment Engineering.

• E603090 Lighting Equipment Installation Engineering.

• E604010 Mechanical Installation.

• E701010 Telecommunication Engineering.

• EZ09010 Electrostatic Protection and Elimination Engineering.

• F401010 International Trade.

• E501011 Water Supply Pipe Contractor.

• E601010 Electrical Equipment Installation.

• E801010 Interior Decoration.

• I503010 Landscape and Interior Design Business.

• J101030 Waste Disposal .

• J101040 Waste Treatment.

• J101080 Resource Recycling.

• J101090 Waste Cleanup.

• F106010 Wholesale of Hardware.

• F119010 Wholesale of Electronic Materials.

• F199010 Wholesale of Recycling Materials.

• F206010 Retail of Hardware.

• F219010 Retail of Electronic Materials.

• H701010 Residents and Buildings Development and Rental Business.

• H701020 Industrial Plant Development and Rental Business.

• H703090 Real Estate Trade Business.

• H703100 Real Estate Rental Business.

• IG03010 Service Sector of Energy Technology.

• CC01110 Computer and Peripheral Equipment Manufacturing.

• I301030 Service Sector of Electronic Information.

• F118010 Wholesale of Information Software.

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1. F218010 Retail of Information Software.

2. I301010 Service Sector of Information Software.

3. I301020 Service Sector of Data Processing.

4. F109070 Wholesale of Cultural, Educational, and Recreational Products.

5. F209060 Retail of Cultural, Educational, and Recreational Products.

6. I401010 Service Sector of General Advertising.

7. J305010 Audio Publishing.

8. D101060 Self-Use Renewable Energy Generation Equipment Business.

9. I103060 Management Consulting.

10. D401010 Heat Supply.

11. EZ99990 Other Engineering.

12. J101060 Wastewater Treatment.

13. I199990 Service Sector of Other Consulting.

14. D101091 Renewable Energy Sales and Distribution.

15. CC01010 Generation, Transmission, and Distribution Machinery Manufacturing.

16. CC01080 Electronic Parts and Components Manufacturing.

17. CC01090 Battery Manufacturing.

18. CB01010 Machinery and Equipment Manufacturing.

19. C801110 Fertilizer Manufacturing.

20. CB01030Pollution Prevention and Control Equipment Manufacturing.

21. C501010 Timber Business.

22. A202020 Charcoal Business.

23. C501990 Other Wood Product Manufacturing.

24. CZ99990 Unclassified Manufacturing of Other Industrial Products.

25. D101050 Cogeneration Business.

26. F107050 Wholesale of Fertilizer.

27. F111090 Wholesale of Construction Materials.

28. F113100 Wholesale of Pollution Prevention and Control Equipment.

29. J101050 Service Sector of Environmental Testing.

30. J101990 Service Sector of Other Environmental Sanitation and Pollution Control.

31. H701040 Specific Professional Area Development Business.

32. H701050 Investments in the Construction of Public Works Business.

33. H701060 New Towns and New Community Development Business.

34. H701070 Agency Services for Land Acquisition and Urban Redevelopment.

35. H701080 Urban Renewal and Reconstruction Business.

36. H701090 Urban Renewal, Reconstruction, and Maintenance Services.

37. H702010 Construction Management.

38. H703110 Senior Homes Business.

39. H706011 Rental Housing Management Services.

40. H706021 Rental Housing Leasing Services.

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

42. Article 3: The Company has its headquarters located in Taipei City and if necessary, branches can be established domestically or overseas with the approval of the Board of Directors.

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• Article 4: The total amount of investment by The Company in other businesses may exceed forty percent of the company's paid-in capital amount.

• Article 5: The Company may act as a guarantor in favor of a third party outside the company for business purpose.

Chapter II Shares

• Article 6: The total capital of The Company is set at NT$3.84 billion, divided into 384 million ordinary shares, with a par value of NT$10 per share. The Board of Directors is authorized to issue the shares in multiple tranches as required by the company's business needs.

• Within the aforementioned total capital, up to NT$90 million is eligible for the issuance of subscription rights certificates, totaling 9 million shares, with a par value of NT$10 per share. The Board of Directors is authorized to issue these shares in multiple tranches as required by the company's business needs.

• Articles 7: The Company issues registered shares with the authorized signatures/specimen seals of the company’s Directors affixed to each stock certificate subject to certification as required by law before issuance. Upon the request of a securities central depository institution, The Company may consolidate the issued shares and replace them with shares of larger denominations. When issuing new shares, The Company may print consolidated stock certificates for the total number of shares issued in that particular round, or may choose to issue shares without physical certificates, provided that they are kept or recorded by a securities central depository institution.

• Article 8: The handling of stock affairs by The Company is conducted in accordance with relevant laws and regulations set forth by the regulatory authorities. Furthermore, when necessary, the Board of Directors may pass a resolution to delegate stock affairs to a shareholder services agent duly approved by the regulatory authorities. In cases where stock affairs are entrusted to a shareholder services agent, shareholders should approach the appointed agent for any stock-related matters, rather than directly contacting the company.

• Article 9: The transfer of shares shall be suspended by 60 days before General Meeting, or 30 days before Special Meeting, or within 5 days before the Company decides to distribute stock dividends or other benefits.

Chapter III Shareholders’ Meeting

• Article 10: Article 10: Shareholders’ meetings are divided into two types: general shareholders’ meetings and extraordinary shareholders’ meetings. A general shareholders’ meeting is convened annually within six months after each fiscal year ends. Shareholders must be notified at least thirty days in advance. An extraordinary shareholders’ meeting is convened, when necessary. Shareholders must be notified at least fifteen days in advance. The Board of Directors shall call for the sessions of the General Meeting of Shareholders unless the Company Act otherwise specified. The notice of the shareholders' meeting should include the meeting date, location, and purpose of the meeting.

• Article 11: If a shareholder is unable to attend the shareholders' meeting due to circumstances, they should provide a proxy letter issued by the company, specifying the authorized

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scope of the proxy. In case of multiple proxy letters, the one received first shall prevail, except when the original grantor declares the revocation, which is not subject to this limitation. With the exception of trust institutions, when an individual is entrusted by two or more shareholders, their voting rights as a proxy shall not exceed three percent of the total voting rights represented by the issued shares. Any excess portion of voting rights shall not be counted. Unless otherwise provided in the Company Act, the shareholders’ attendance by proxy at shareholders’ meetings shall be handled in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” provided by the competent authority.

• Article 12: During a shareholders' meeting, unless otherwise specified by the Company Act, the Chairman of the Board of Directors shall serve as the chairperson. In the event of the Chairman's absence, a director designated by the Chairman shall act as a proxy. If no designation is made, the directors shall mutually elect one person to act as a proxy. When a shareholders' meeting is convened by a person other than the Board of Directors, the convening person shall serve as the chairperson. If there are two or more convening persons, they shall mutually elect one person to serve as the chairperson. The Company’s shareholders’ meetings are handled in accordance with the “Rules of Procedure for Shareholders’ Meetings.”

• Article 13: Each share held by a shareholder of The Company carries one voting right, unless otherwise specified by the Company Act or our Articles of Incorporation. The shares held by the company itself do not carry any voting rights, in accordance with the law.

• Article 14: The resolution reached in the Company’s shareholders’ meeting, unless otherwise provided for in the related laws, must be approved with the majority votes of the shareholders present that represent a majority shareholdings.

• Article 15: All resolutions of the General Meeting of Shareholder s shall be kept as minutes of the meeting on record, signed or sealed by the Chairman, and release to all shareholders within 20 days after the meeting. The distribution of the minutes of the meeting mentioned above may be made through public announcement. The content of the minutes of the shareholders’ meeting on record shall contain information on the date, month, year, time, venue, number of shares represented by the attending shareholders, name of chairman, the process of discussion, the summary and result, method of resolution, and shall be kept during the entire perpetuity of the company. The attendance register and proxy forms of a shareholders’ meeting shall be retained for at least 1 year. If legal action is instituted by shareholders pursuant to Article 189 of the Company Act, the ballots shall be retained until the final ruling of the action.

Chapter IV Board of Directors and Audit Committee

• Article 16: The Company has a board of directors consisting of seven to eleven members, and the number of directors to be appointed is determined by the Board of Directors. Among them, the number of independent directors must not be less than three and should account for at least one-fifth of the total number of directors' seats. The election of directors is carried out by the shareholders' meeting based on the candidate list, and the term of office is three years.

• The election of directors follows a candidate nomination system. The acceptance

• procedure for director nominations, as well as related matters such as announcements, shall be conducted in accordance with the relevant laws and regulations of the Company Act and the Securities and Exchange Act.

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The total number of shares held by all directors in the company's registered stock must not be less than a certain percentage, which is calculated according to the regulations set forth in the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" issued by the competent authority of securities.

• Article 16-1: In accordance with Article 14-4 of the Securities Exchange Act, The Company establishes an Audit Committee to replace the role of supervisors. The Audit Committee consists of all independent directors. From the date of establishment of the Audit Committee, the provisions of the Company Act, Securities Exchange Act, and other laws relating to supervisors shall be applicable to the Audit Committee. The exercise of powers and responsibilities by the Audit Committee and its members, as well as related matters, shall be carried out in accordance with relevant laws and regulations, and further defined by the Board of Directors.

• Article 17: The Company’s business policies and other important matters are to be resolved by the Board of Directors. The Board of Directors is organized by the directors, and its exercise of authority shall be in accordance with legal provisions, the articles of incorporation, and resolutions of the shareholders' meeting. The election of the Chairman of the Board shall require the attendance of at least two-thirds of the directors and the affirmative votes of a majority of the attending directors. Similarly, a Vice Chairman may be elected to assist the Chairman, following the same procedure. The Chairman is responsible for all matters internally and represents the Company externally.

• Article 18: The Board of Directors is convened by the Chairman of the Board. However, for the first meeting of each term, it shall be convened by the director who received the highest number of votes representing voting rights. The convening of the Board of Directors shall provide a notice stating the agenda at least seven days in advance to all directors. In case of emergency, director meetings may be convened at any time. The Board may call for special session with notice in writing, fax, or e-mail.

• Article 19: The Board may convene via teleconferencing and the Directors participating in the teleconference shall be deemed attending the Board session in person.

• Article 20: If a director is unable to attend a Board meeting due to reasons, they may issue a power of attorney specifying the scope of authority and appoint another director as a proxy to attend the meeting on their behalf. However, one director can only act as a proxy for one other director.

• Article 21: During Board meetings, the Chairman of the Board serves as the presiding officer. In the absence of the Chairman or the Chairman cannot perform its duties, the Vice Chairman shall act on behalf of and in the name of the Chairman to preside over the meeting. In the absence of the Vice Chairman or where the Vice Chairman cannot perform his duties, the Chairman shall appoint an agent to preside over the meeting, or, the Directors shall nominate one among themselves to preside over the meeting.

• Article 22: Unless the Company Act or the articles of incorporation specifies otherwise, resolutions of the Board may be made by a session with the presence of at least half of the seats of Directors and by a simple majority of these Directors.

• Articles 23: The authority granted to the Chairman of the Board during the adjournment of Board meetings shall be specific and explicit, without general authorization. Matters involving significant interests of the company still require approval by the Board.

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Article 24: (The Article is Deleted)

• Article 25: In the event that one-third of the director positions are vacant or all independent directors are removed, the Board shall convene a special shareholders' meeting within sixty days to fill the vacancies or appoint new directors.

• Article 26: When directors carry out the business of the company, regardless of the company's profitability, the company may provide compensation. The Board of Directors is authorized to determine the compensation standards based on the level of involvement of each director in the company's operations and taking into account industry norms.

• Article 27: The Company may purchase liability insurance to cover the directors' liability for damages incurred during their term of office in accordance with the scope of their business responsibilities and legal obligations.

Chapter V Managers

• Article 28: The company may appoint several executives, and the appointment, dismissal, and remuneration of executives shall be conducted by the Board of Directors, subject to the presence of a majority of directors and the approval of a majority of directors present, unless otherwise provided by relevant laws or the Articles of Incorporation.

Chapter VI Accounting

• Article 29: The Company’s fiscal year is from January 1 to December 31. At the end of the fiscal year, the Board shall prepare the following reports and submit them to the General Meeting for approval.

• Business report

• Financial statements

• Proposal for earnings distribution or loss supplement

• Article 30: Annual profits concluded by the Company shall be subject to employee remuneration from 1% to 8%; in addition, directors’ remuneration may be provided up to 5% of annual profit. However, when the company has accumulated losses, it should first reserve an amount for offsetting the losses and then allocate employee and director remuneration in proportion to the aforementioned requirement.

• The employee remuneration mentioned above may be provided in the form of stocks or cash, subject to the decision of the Board of Directors and reporting to the Shareholders' Meeting.

• In each fiscal year, after deducting income tax in accordance with the law, The

• Company should first offset any accumulated losses from previous years with the surplus. If there is still a remaining balance, 10% should be allocated to the legal reserve until the legal reserve reaches the amount of the company's paid-in capital. Any additional balance should be allocated or transferred to the special reserve in accordance with laws and regulations. If there is still a surplus, together with undistributed profits from previous years, the Board of Directors shall propose a profit distribution plan based on the company's situation and submit it for resolution at the Shareholders' Meeting.

• Article 31: In the retained shares distribution plan for each fiscal year, the method of distributing dividends and profit distribution to shareholders may involve offering of new shares and distributing cash. The specific proportion of each method shall be determined and planned by the Board of Directors based on actual needs. However, the amount

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distributed through the cash dividend method shall not be less than 20% of the total amount of proposed dividends for the year. If the calculated cash dividend per share based on the aforementioned minimum percentage is less than NT$0.5, the Board of Directors may, at its discretion and based on the prevailing circumstances, adjust the distribution method, and it will not be subject to the aforementioned minimum percentage requirement for cash dividend distribution.

• Article 32: The recipients of the distribution of employee remunerationin The Company may include not only employees of the company itself but also employees of subsidiary companies who meet certain conditions. The Board of Directors has the authority to determine the conditions and distribution methods for the aforementioned employees to receive employee remuneration

Chapter VII Bylaw

• Article 33: The Company’s Articles of Incorporation and enforcement rules are stipulated separately by the Board of Directors.

• Article 34: Matters that are not addressed in the Articles of Incorporation are to be governed in accordance with the Company Law and other relevant laws and regulations.

• Article 35: Instituted on December 29, 1995.

• The 1st amendment was on February 25, 1998. The 2nd amendment was on June 25, 1998. The 3rd amendment was on October 28, 1998. The 4th amendment was on June 1, 1999. The 5th amendment was on May 6, 1999. The 6th amendment was on May 15, 2001. The 7th amendment was on May 15, 2001. The 8th amendment was on February 6, 2002. The 9th amendment was on June 29, 2005. The 10th amendment was on June 14, 2006. The 11th amendment was on June 21, 2007. The 12th amendment was on June 13, 2008. The 13th amendment was on June 19, 2009. The 14th amendment was on June 18, 2010. The 15th amendment was on June 17, 2011. The 16th amendment was on June 28, 2012. The 17th amendment was on June 11, 2015. The 18th amendment was on June 23, 2016. The 19th amendment was on March 2, 2018. The 20th amendment was on June 8, 2018. The 21st amendment was on June 25, 2019. The 22nd amendment was on June 24, 2020. The 23rd amendment was on June 1, 2022. The 24th amendment was on July 27, 2022.

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Appendix 2.

Lung Ming Green Energy Technology Engineering Co., Ltd. Rules of Procedure for Shareholders’ Meetings

As amended by the Shareholders’ Meeting on June 23, 2016

• Article 1: Unless otherwise provided by law or regulation, the shareholders’ meetings of the Company shall be conducted in accordance with these Rules.

• Article 2: The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

• Article 3: An attendance register shall be furnished at the shareholders’ meeting for the attending shareholders to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The attendees’ shareholding is calculated in accordance with the attendance register or the attendance cards collected.

• Article 4: Attendance and voting at shareholders’ meetings shall be calculated based on numbers of shares.

• Article 5: If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair. If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

• Article 6: The Company may appoint its attorneys, certified public accountants or related persons retained by it, and the persons in charge of the Company’s finance and business or related persons to attend a shareholders’ meeting in a non-voting capacity.

• Articles 7: The service personnel for the shareholders’ meeting shall wear identification badges or armbands.

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• Article 8: Proceedings of a shareholders’ meeting shall be recorded in their entirety in audio or video, and the recording shall be retained for at least one year.

• Article 9: The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. A pseudo-resolution could be reached in accordance with Article 175 Section 1 of the Company Law if there are insufficient attendees to attend the meeting after two meeting postponements that represent more than one thirds of shareholders. After a tentative resolution is made, when, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

• Article 10: If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The above provisions apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the above meeting agenda (including extraordinary motions), except by a resolution of the shareholders’ meeting. After the chair declares the meeting adjourned, shareholders shall not elect another chair to hold another meeting at the same place or at any other place. If the chair declares the meeting adjourned in violation of the rules of procedure, the attending shareholders may elect a new chair by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

• Article 11: The legal person entrusted to attend the shareholders’ meeting is entitled to appoint only one person. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.

• Article 12: Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number, and account name. The

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order in which shareholders speak will be set by the chair.

• Article 13: The attending shareholders who present a statement slip but do not speak shall be deemed as not speaking. The content of the speech shall prevail if it is inconsistent with the statement slip.

• Article 14: The speech of the attending shareholders may not be interrupted by other shareholders, unless otherwise with the consent of the chairman and the speaking shareholder. The chairman must stop the offender from speaking.

• Article 15: Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

• Article 16: After an attending shareholder has spoken, chair may respond in person or designate relevant personnel to respond.

• Article 17: When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

• Article 18: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting on shareholders’ meeting proposals shall be announced on-site at the meeting, and a record made of the vote.

• Article 19: Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. The Chairman is to consult the motion ready for balloting with the attendees at the meeting and it is deemed as having been passed if there are no objections raised.

• Article 20: When there is an amendment or an alternative to a proposal and it is not presented together with the original proposal, the chair shall decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

• Article 21: When a meeting is in progress, the chair may announce a break based on time considerations.

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Article 22: If the topics or activities listed in the shareholders’ meeting agenda cannot be fully

• covered in a meeting session, a resolution may be adopted at the shareholders’ meeting to resume the meeting within five days, and no meeting notices and public announcements shall be required.

• Articles 23: The chair may direct the marshals (or security guards) to help maintain order at the meeting place. The marshals (or security guards) at the meeting venue assisting with maintenance of order shall wear armbands marked “Marshal.”

• Article 24: These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.

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Appendix 3.

Lung Ming Green Energy Technology Engineering Co., Ltd. Rules Governing the Election of Directors

• Article 1: Except as otherwise provided by law and regulation or by the Company’s Articles of Incorporation, elections of directors shall be conducted in accordance with these Rules.

Article 2: The open-ballot cumulative voting method shall be used for election of the directors at the Company. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

• Article 3: Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

The candidates nomination system shall be adopted for election of the directors of the Company in accordance with the provisions of Article 192-1 of the Company Act. The Company’s independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.

• Article 4: The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting Shareholders attending the election may only enter one candidate in each ballot.

• In the election of directors of the Company, shareholders may elect to exercise their voting rights electronically or on site. However, no separate ballot papers shall be issued for those who exercise their voting rights electronically.

• Shareholders exercising their voting rights electronically in the preceding paragraph shall do so on the electronic voting platform designated by the Company.

• Article 5: Director candidates shall be persons with capacity to make juridical acts. If a candidate is a shareholder, a voter must enter the candidate’s account name and shareholder account number in the “candidate” column of the ballot; for a nonshareholder, the voter shall enter the candidate’s full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate’s account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the

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name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 6: Before the election begins, the chair shall appoint persons to perform the respective duties of vote monitoring and counting personnel, provided that all monitoring personnel shall be shareholders of the Company.

• Article 7: The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

• Article 8: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair or emcee on the site.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If legal action is instituted by shareholders pursuant to Article 189 of the Company Act, the ballots shall be retained until the final ruling of the action.

Article 9: A ballot is invalid under any of the following circumstances:

• I. The ballot prepared uniformly by the board of directors for the election is not used.

• II. A blank ballot is placed in the ballot box.

• III. Neither account name of the candidate nor shareholder account number (or identity card number) is entered.

• IV. The writing is unclear and indecipherable or has been altered.

• V. Two or more candidates are entered in the same ballot.

• VI. The candidate whose name is entered in the ballot is a shareholder, but the candidate’s account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate’s name and identity card number do not match.

• VII. Other words or marks are entered in addition to the candidate’s account name or shareholder account number (or identity card number).

• Article 10: Within the limit on the number of directors as specified in the Articles of Incorporation of the Company, the candidates receiving ballots representing the

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highest numbers of voting rights will be elected sequentially as non-independent directors and independent directors according to the number of directors to be reelected, additionally elected, or by-elected as resolved by the shareholders’ meeting. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

• Article 11: After review and verification, the personal information of the elected directors does not match, or the election is invalid in accordance with relevant laws and regulations.

• Article 12: Any matters not provided for in these Rules shall be governed by the Company Act, the Company’s Articles of Incorporation, and relevant laws and regulations.

• Article 13: These Rules, and any amendments hereto, shall be implemented after approval by a shareholders’ meeting.

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Appendix 4.

Lung Ming Green Energy Technology Engineering Co., Ltd. (Originally named: Tung Kai Technology Engineering Co., Ltd.) Shareholdings of all directors as of the book-closure date for the shareholders’

meeting

Date: July 30, 2023

==> picture [431 x 338] intentionally omitted <==

----- Start of picture text -----

No. of shares held
Title Name or title % to the total issued
Number of shares
shares
Huayang Venture Capital Co.,
Chairman Ltd. 114,000 0.15%
Representative: Hsu, Chin-Lung
Songshan Investment Co., Ltd.
Director 1,399,999 1.79%
Representative: Peng, Kuo-Lun
Total shareholding of all directors other than
1,513,999 1.94%
the independent directors
Independent
Cheng, Yun-Da 0 0.00%
Director
Independent
Shi, Yun-Ting 0 0.00%
Director
Independent
Li, Meng-Chieh 0 0.00%
Director
Total of all directors 1,513,999 1.94%
----- End of picture text -----

The total issued shares of the Company: 78,147,132 shares

Minimum statutory shareholding required for all directors 6,251,770 shares

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