PI — AGM Information 2021

Jul 26, 2021

Pan International Industrial Co., Ltd.

2021 Annual General Shareholders’ Meeting Minutes

(Translation)

Time: 9:00 a.m., Thursday, July 15, 2021

Location: No. 97, Anxing Rd., Xindian Dist., New Taipei City (Anxing Plant of the Company) Total shares represented by shareholders present in person or by proxy: 274,501,656 shares, accounting for 52.95% of the company’s total outstanding shares.

Attendees: Song-Fa Lu, Chairman of the BOD, Feng-An Huang, Director,

Ming-Feng Tsai, Director, Wen-Rong Cheng, Independent Director Wen-Li Hwang, Accountant, Pei-Fang Lu, Lawyer

Chairman: Song-Fa Lu Recorder: Wen-Ling Yu Meeting Commencement Announced: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

• Ⅰ . Chairman’s Address: (Omitted)

• Ⅱ . Report Items:

• 2020 Business Report of the Company. (Attachment 1)

• Audit Committee’s Review Report on the 2020 Financial Statements (Attachment 2)

• Report on 2020 distribution of remuneration of employees and directors of the Company. Explanation: The profit sought by the Company in 2020 totaled NT$ 802,872,526 (namely, the earnings before tax less the distribution of remuneration to employees and directors). 5% thereof were allocated as the remuneration to employees in cash, i.e. NT$ 40,143,627, and 0.5% thereof as the remuneration to directors, i.e. NT$ 4,014,363. Both were paid in cash.

• Report on 2020 distribution of earnings and cash dividends status.

  • Explanation: 1. According to the provisions of the Articles of Incorporation, for cash dividends, the board of directors is authorized to reach special resolution for distribution, followed by reporting to the shareholders’ meeting.

    1. For the shareholders’ dividends, cash dividends of NT$ 336,925,083, and NT$ 0.65 is distributed per share. The cash dividend shall be rounded to the whole dollar amount according to the allocation rate. The total of the odd lots less than NT$1 included in the distribution shall be transferred to the employees’ welfare committee. The ex-dividend date is to be further specified by the board of directors’ meeting.

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  3. In case where this proposal is affected by subsequent changes to the total number of outstanding shares encountered on a later date such that change to distribution rate for shareholders occurs, the chairman of the board is authorized to make adjustments and to handle relevant change matters.

1. Other report matters.

2. Explanation: 1. Pursuant to the provisions of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of issued shares of a company may propose to the company a proposal for discussion at a regular shareholders’ meeting. The current proposal acceptance period is from March 29, 2021 to April 8, 2021.

   1. Up to the end of the aforementioned proposal acceptance period, the Company receives no proposals submitted by the shareholders.

Ⅲ . Ratification Items:

• Proposal 1: Adoption of 2020 Business Report and Financial Statements, Proposed for ratification. (Proposed by the Board of Directors)

• Explanation: 1. The 2020 Business Report and Financial Statements of the Company have been reviewed by the Audit Committee, and the Financial Statements have also been audited and certified by CPA Man-Yu RuanLu and CPA Min-Chuan Feng of Pricewaterhouse Coopers (PwC) Taiwan.

• For the reports and statements described in the preceding paragraph, please refer to the Attachments1, 2, &3.

• Proposed for ratification.

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

Voting Results: Shares present at the time of voting: 274,501,656 (Including

198,495,886 shares from electronic voting).

Voting Results	Voting Results	% of the represented share present
Votes in favor	247,867,872	90.29%
Votes against	67,178	0.02%
Invalid Votes	0	0.00%
Votes abstained/Not Voted	26,566,606	9.67%

• Proposal 2: Proposal for 2020 earnings distribution. Proposed for ratification.

(Proposed by the Board of Directors)

• Explanation: 1. The proposal for 2020 earnings distribution table of the Company is as shown in the Attachment 4.

• Proposed for ratification.

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

Voting Results: Shares present at the time of voting: 274,501,656 (Including

198,495,886 shares from electronic voting).

Voting Results	Voting Results	% of the represented share present
Votes in favor	248,210,139	90.42%
Votes against	115,046	0.04%
Invalid Votes	0	0.00%
Votes abstained/Not Voted	26,176,471	9.53%

Ⅳ . Discussion Items:

Proposal 1: Amendments to the “Procedures for Derivatives Transactions” of the

Company. Proposed for discussion. (Proposed by the Board of Directors) Explanation: To cope with the market transaction practice and to increase the transaction flexibility, parts of the provisions of the “Procedures for Derivatives Transactions” are planned to be amended. The comparison table for amendments is as shown in the Attachment 5.

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

Voting Results: Shares present at the time of voting: 274,501,656 (Including

198,495,886 shares from electronic voting).

Voting Results	Voting Results	% of the represented share present
Votes in favor	239,461,726	87.23%
Votes against	8,871,948	3.23%
Invalid Votes	0	0.00%
Votes abstained/Not Voted	26,167,982	9.53%

Ⅴ . Extraordinary Motions: None.

Ⅵ . Meeting Adjourned.

(The translated document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)

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Attachment 1

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