LUXE — AGM Information 2023

Jun 12, 2023

Luxe Green Energy Technology Co., Ltd.

Minutes of 2023 Annual General Shareholders’ Meeting

Time: May 24, 2023, 10:00 a.m.

Place: No. 47, Xinjian Rd., South Dist., Tainan City (Hotel Château) Meeting type: physical shareholders meeting

Total number of shares issued: 145,485,742 Attendant shares: 92,666,671

accounted for 63.69% of total shares

Attendant directors: Chairman : Chen Chien-Jen Director : Chen Pin-Chun、Cheng

Chia-Yung、Chen、Fu-Tsai Liu Independen t Director : Chen Chao-Lai、Yang Tung-Han Observers: Chia-Yu Lai, CPA of Baker Tilly Clock & Co

Chairman's Address (Omitted)

Reporting Matters

[Motion 1] Subject: The financial statements and business report for FY2022 are presented. Please review and approve.

Description: The Company’s FY2022 consolidated and parent company only financial statements have been prepared. The Business Report and the aforementioned statements are hereby provided; please refer to Appendices I and II of the Handbook for details.

[Motion 2] Subject: Audit Committee’s review report on the FY2022 final accounting reports. Please review and approve.

Description:

I. The Company’s FY2022 final accounting reports have been reviewed by the Audit Committee and approved by the Board of Directors upon resolution; the audit report has been issued thereof. The financial statements therein have been duly audited and certified by the CPAs of Baker Tilly Clock & Co, Yin-Lai Chou and Chia-Yu Lai. II. The Audit Committee is invited to read out the audit report. See Appendix III of the Handbook for details.

[Motion 3] Subject: Report on Distribution of the Remuneration to Employees and Directors in FY2022.

Description: For FY2022, the Company intends to set aside 1% of the profits, namely NT$456,105, as remuneration to employees as per Article 21 of the Company’s Articles of Incorporation, while none as remuneration to directors.

[Motion 4] Subject: Changing the use of funds of the follow-on offering in 2021. Description: In response to the requirements of the subsidiary, Sen-Hsin Energy Co., Ltd., for funds to invest in the self-owned power plants, the Company intends to make changes to the 2021 follow-on offering

plan to distribute NT$140,000 thousand more to Sen-Hsin Energy for capital increase (cumulative amount of NT$310,000 thousand if including this time; changed amount reaching 61.5%). This proposal is mainly justified in response to its investment in the Quintain Steel Project, whereby the company plans to change the project and evaluate the effectiveness of each power plant (please refer to Appendix IV for the evaluation report issued by the underwriter President Securities Corporation).

[Motion 5] Subject: Any proposal put forward by a shareholder under Article 172-1 of the Company Act.

Description:

• I. According to Article 172-1 of the Company Act, the shareholders of this shareholders’ meeting may, if qualified, put forward a proposal for discussion at the shareholders’ meeting to the Company within the period for submission of shareholder proposals.

• II. There was no shareholder proposal submitted during the proposal period (March 13 to 23) of this shareholders' meeting.

Matters to be Ratified

[Motion 1] Proposed by the Board Subject: FY2022 Business Report and Financial Statements

Description:

I. The Company’s FY2022 business final accounting reports (including Business Report and financial statements) have been duly reviewed by the Audit Committee and approved by the Board of Directors upon resolution. The financial statements therein have been duly audited by the CPAs of Baker Tilly Clock & Co, YinLai Chou and Chia-Yu Lai. Please refer to Appendices I and II of the Handbook for details.

II. Proposed for ratification.

Voting Results:

Shares represented at the time of voting: 92,666,671

the Handbook for details. II. Proposed for ratification. Voting Results: Shares represented at the time of voting: 92,666,671
Voting Results including votes casted electronically (numbers in brackets)	% of the total represented sharepresen
Votes in favor: 82,671,690 Votes	89.21%
Votes against: 19,632Votes	0.02%
Votes invalid: 0 Votes	0.00%
Votes abstained: 9,975,349 Votes	10.76%

*including votes casted electronically (numbers in brackets)

Resolution: that the above proposal be and hereby was approved as proposed.

[Motion 2] Proposed by the Board Subject: Proposed for ratification in favor of the FY2022 earnings distribution. Description:

I. The Company’s net income after tax in FY2022 was NT$45,079,982. After the legal reserve set aside was deducted, the distributable earnings as of December 31, 2022 totaled NT$41,652,579.

• II. FY2022 earnings distribution table (see table below for details).

• III. From the available earnings, the Company intends to allocate NT$41,463,430, with a par value of NT$10 per share, for a total of 4,146,343 shares to be issued as new shares in a follow-up offering, with a stock dividend of approximately NT$0.285 per share. The amount of dividends to shareholders is calculated up to NT$1 (unconditionally truncated if below NT$1). The shareholders shall, within 5 days upon the last day for share transfer registration, combine the distributed fractional shares that are less than one whole share. Where the combined fractions still fail to form a full share or the combination is not made within the said period, the shares shall be converted into cash according to the par value and calculated (and truncated) to the nearest NT$1, and the Chairman shall be later authorized to contact specific persons to subscribe according to the par value.

• IV. After the proposal is approved at this shareholders’ meeting upon resolution, the Chairman is authorized to determine the relevant matters such as the ex-dividend date, ex-rights date and distribution date. If the number of outstanding shares is affected on a later date due to the Company’s share capital change and the dividend payout ratio therefore changes and must be adjusted, the Chairman is fully authorized to handle this matter.

• V. Proposed for ratification.

Luxe Green Energy Technology Co.,Ltd.

FY2022

Distribution of Earnings Table

Unit: NT$

Item Amount Undistributed earnings at beginning of period 1,261,555 Effect of retrospective application and retrospective restatement Net income after tax in current period 45,079,982 Less: Provision for legal reserve (4,507,998) Less: Special reserve set aside (Note 1) (180,960) Distributable earnings 41,652,579

Distributable items in current period:

Distribution of shareholder dividend - shares (41,463,430) (NT$0.285/share) Undistributed earnings at ending of period 189,149

• Note 1: (1) Exchange difference from conversion of financial statements of foreign operations is NT$13,487.

• (2) The unrealized loss on financial assets at fair value through other comprehensive income of NT$194,447 resulted in a special reserve of NT$180,960.

Note 2: The amount of earnings distribution is based on the preferred distribution of net income after tax for FY2022.

Voting Results:

Shares represented at the time of voting: 92,666,671

Voting Results including votes casted electronically (numbers in brackets)	% of the total represented sharepresen
Votes in favor: 82,664,521 Votes	89.21%
Votes against: 28,992Votes	0.03%
Votes invalid: 0 Votes	0.00%
Votes abstained: 9,973,158 Votes	10.76%

*including votes casted electronically (numbers in brackets)

Resolution: that the above proposal be and hereby was approved as proposed.

Matters to be Discussed

[Motion 1] Proposed by the Board

Subject: Amendments to the Articles of Incorporation Description:

• I. In accordance with the Company’s policy on dividends (the percentage of dividends to shareholders from earnings), Article 21 of the Company's Articles of Incorporation was amended to add "Upon distribution of earnings, dividends to shareholders shall be paid out of accumulated distributable earnings in an amount not less than 15% of the current year's distributable earnings, of which cash dividends shall not be less than 10% of the total dividends". The comparison table of the amended provisions is shown in Appendix V.

• II. See Appendix VI for the “Articles of Incorporation” before amendment.

III. Proposed for resolution.

Voting Results:

Shares represented at the time of voting: 92,666,671

Voting Results including votes casted electronically (numbers in brackets)	% of the total represented sharepresen
Votes in favor: 82,672,669 Votes	89.22%
Votes against: 18,633Votes	0.02%
Votes invalid: 0 Votes	0.00%
Votes abstained: 9,975,369 Votes	10.76%

*including votes casted electronically (numbers in brackets)

Resolution: that the above proposal be and hereby was approved as proposed.

[Motion 2] Proposed by the Board Subject: Proposal for a new share issued through capitalization of earnings. Description:

• I. To replenish the working capital, the Company intends to issue new shares amounting to NT$41,463,430 through capitalization of the earnings in FY2022. A total of 4,146,343 new shares are to be issued at a par value of NT$10.

• II. The details of this capitalization are as follows:

• The capitalization of the earnings will be transferred from the original shareholders to approximately 28.5 shares for every thousand shares held by the shareholders as recorded in the shareholder register on the record date of ex-rights and distribution.

• The shareholders shall, within 5 days upon the last day for share transfer registration, combine the distributed fractional shares that are less than one whole share. Where the combined fractions still fail to form a full share or the combination is not made within the said period, the shares shall be converted into cash according to the par value and calculated (and truncated) to the nearest NT$1, and the Chairman shall be later authorized to contact specific persons to subscribe according to the par value.

• This new share(s) issued through capitalization shall adopt dematerialized shares that have the same rights and obligations as the original form of shares. Upon the approval of the shareholders’ meeting and the competent authority to which the matter is reported, the Board of Directors is authorized to determine the ex-rights basis date (i.e. the base date of the capital increase), the distribution date and other related matters.

• If the number of outstanding shares is affected by the subsequent transfer or cancellation of treasury stock or the conversion of domestic convertible bonds due to the repurchase of the Company's shares, and the shareholders' allotment rate changes as a result, the Company intends to request the shareholders' meeting to authorize the Chairman to take full responsibility for matters related to the changes.

• If any of the above matters related to the issuance of new shares for capital increase are required to be amended due to the regulations of the competent authorities or other objective circumstances, it is intended that the shareholders' meeting will authorize the Chairman to exercise his or her full authority to handle the matter.

• III. Proposed for resolution.

Voting Results:

Shares represented at the time of voting: 92,666,671

Voting Results: Shares represented at the time of voting: 92,666,671
Voting Results including votes casted electronically (numbers in brackets)	% of the total represented sharepresen
Votes in favor: 82,586,520 Votes	89.12%
Votes against: 106,973Votes	0.12%
Votes invalid: 0 Votes	0.00%
Votes abstained: 9,973,178 Votes	10.76%

*including votes casted electronically (numbers in brackets)

Resolution: that the above proposal be and hereby was approved as proposed.

[Motion 3] Proposed by the Board Subject: Proposal for issuance of cash dividends from capital reserve and capitalization of new shares

Description:

I. The Company proposes to issue new shares with capital reserve of NT$9,456,570 and distribute stock dividends of approximately NT$0.065 per share to shareholders in par value of NT$10 per share, for a total of 945,657 new shares issued and another NT$36,371,430 in cash dividends of approximately NT$0.25 per share.

II. Each shareholder shall be allotted 6.5 shares per thousand shares without compensation as recorded in the shareholders' register on the base date of the capital increase. The shareholders shall themselves combine the distributed fractional shares that are less than one whole share. Where the combined fractions still fail to form a full share or the combination is not made within the said period, the shares shall be converted into cash according to the par value and calculated (and truncated) to the nearest NT$1, and the Chairman shall be later authorized to contact specific persons to subscribe according to the par value. Cash dividends distributed from capital reserve are calculated to the nearest dollar and rounded off to the nearest dollar, and the Chairman is authorized to handle any fractional amount that is less than NT$1.

III. This new share(s) issued through capitalization shall adopt dematerialized shares that have the same rights and obligations as the original form of shares. Upon the approval of the shareholders’ meeting and the competent authority to which the matter is reported, the Board of Directors is authorized to determine the ex-rights basis date (i.e. the base date of the capital increase), the distribution date and other related matters.

IV. If the number of outstanding shares is affected by the

subsequent transfer or cancellation of treasury shares or the conversion of domestic convertible bonds due to the repurchase of the Company's shares, and the shareholders' allotment rate changes as a result, the Company proposes to request the shareholders' meeting to authorize the Chairman to exercise full authority to handle related changes.

V.

If the above-mentioned matters related to the capital

increase and issuance of new shares need to be amended due to the regulations of the competent authorities or objective circumstances, he Company proposes to request the shareholders' meeting to authorize the Chairman to exercise full authority to handle related changes.

VI. Proposed for resolution.

Voting Results:

Shares represented at the time of voting: 92,666,671

Voting Results including votes casted electronically (numbers in brackets)	% of the total represented sharepresen
Votes in favor: 82,606,079 Votes	89.14%
Votes against: 89,223Votes	0.10%
Votes invalid: 0 Votes	0.00%
Votes abstained: 9,971,369 Votes	10.76%

*including votes casted electronically (numbers in brackets)

Resolution: that the above proposal be and hereby was approved as proposed.

Extraordinary Motion None.

Adjournment Time: 10:45 a.m., May 24, 2023

Chairman: Chen Chien-Jen Recorder: Chien Shih-Chang

(The minutes of this shareholder meeting only contain the gist of the meeting, and only the results of the proposals; the content and procedures of the meeting are still subject to the audio and video of the meeting.)