Primax — AGM Information 2020

Jul 9, 2020

PRIMAX ELECTRONICS LTD. Minutes of 2020Annual General Shareholders' Meeting (Translation)

Time: June 23, 2020 (Tuesday) 9 a.m.

Venue: No. 8, Zhifu Road, Jhongshan Dist., Taipei City (3F., Shimmer Hall, DENWELL Daizhi)

• Present: A total of 312,661,304 shares (including 241,800,684 shares represented by shareholders exercising voting rights electronically) are held by shareholders attending the shareholders' meeting in person or by a proxy, who represent 69.68% of the total number of the Company's outstanding448,698,324shares.

Present Directors: Li-Sheng Liang, Tze-Ting Yang, Yung-Chung Pan, Tai-Jau Ku (Independent Director), Chun-Pang Wu (Independent Director)

Chairman: Li-Sheng Liang, the chairman of the Board of Directors

Recorder: Li-Hsueh Lee

A. Meeting called to order ：

The total numbers of shares represented by the shareholders present constitute the quorum prescribed by law, hence the Chairman called this meeting to order.

B. Chairperson Remark: (omitted)

C. Report:

Report No. 1 ： The Company's 2019 Business Report for review, please refer to Schedule 1.

• Report No. 2 ： Audit Committee's Review Report on the 2019 Financial Statements for review, please refer to Schedule 2.

Report No. 3 ： Distribution of employees' and directors' compensation in 2019. Description:

• (1) The Board of Directors resolved to distribute NT$75,520,000 for employees' compensation and NT$26,430,000 for directors' compensation for year 2019.

• (2) According to Article 25 of the Company's "Articles of Incorporation", 2% to 10% of the profit before tax (PBT) (i.e. before deducting the sums of employee's compensation and directors' compensation) shall be distributed as compensation for employees and not more than 2% of the PBT shall be distributed as compensation for directors. The Company's PBT for year 2019 was NT$2,494,313,676, the amount before deducting the sums of compensation of directors and employees was NT$ 2,607,603,352. Hence, the aforementioned compensation of employees and directors are respectively2.90% and 1.01% of the said NT$ 2,607,603,352.

• (3) In the internal financial statements, the employees' compensation was recorded as NT$75,526,451 and NT$37,763,225 as directors' compensation for year 2019. The discrepancy amount was NT$-6,451 and NT$-11,333,225 respectively. The discrepancies of the employees' compensation was the difference between the outcomes of an accounting estimate. The discrepancies of directors' compensation was a reduction of the directors’ compensation due to a difficult time. Those discrepancies which will be handled by principles of accounting change.

1

Report No. 4 ： The report of Tymphany Acoustic Technology (Huizhou) Co., Ltd., the Company's subsidiary, in connection with the Initial Public Offering of RMB common shares (A share) and Application for the listing on Shenzhen Stock Exchange.

Description:

It is noted that the motion of Tymphany Acoustic Technology (Huizhou) Co., Ltd., to make an initial public offering and apply for the listing of its common shares (A Shares) on the Small and Medium Enterprise Board of the Shenzhen Stock Exchange had been reviewed and approved respectively by the board meeting dated March 28, 2019 and the general shareholder meeting dated June 18, 2019. Tymphany Acoustic Technology (Huizhou) Co., Ltd filed the IPO papers with China Security Regulatory Committee on Dec 27th 2019, which filing is now under the process. And to comply with the IPO required process, Chairman, the designated persons and/or the authorized personnel whoever been authorized by the board resolution and shareholder resolution have executed the documents including the non-compete, stock price stability commitment and etc. for China Security Regulatory Committee’s review.

Summary of Shareholder’s (NO. 57552) statements : What are the considerations for Tymphany Acoustic Technology (Huizhou) Co., Ltd., to withdraw the listing application?

The Chairman responded ： The listing application was withdrawn due to the impact of the coronavirus (COVID-19) pandemic and the current operating status could not realize actual value of Tymphany Acoustic Technology (Huizhou) Co., Ltd.

The Chairman responded to the questions, no further comments were made by the aforementioned shareholder .

Report No. 5 ： Amendments to the Company's "Procesures for Ethical Management and Guidelines for Conduct".

Description:

• (1) Amend the Company's "Procedures for Ethical Management and Guidelines for Conduct " in accordance with the Letters numbered Taiwan-Stock-Governance-1080008378 and Taiwan-Stock-Governance-1090002299 of the Taiwan Stock Exchange Corporation (TWSE).

• (2) Refer to Schedule 3 for a comparison of the amendments to the "Procedures for Ethical Management and Guidelines for Conduct".

D. Adoption

1.

(Proposed by the Board)

Proposal ： Adoption of the Company's 2019 Business Report and Financial Statements. Description:

The Company has completed the internal preparation of the 2019 Annual Parent Company Only and Consolidated Financial Statements and has provided the reports to MEI-PIN WU CPA and CHI -LUNG YU CPA of KPMG Taiwan for review and audit. The CPAs have completed the audit. Please refer to Schedule 1 and Schedule 4 for the above Financial Statements as well as the Business Report.

Resolved: the proposal was approved after voting.

Voting Results：Shares represented at the time of voting：311,688,827 (Including votes casted electronically: 241,800,684votes)

cludingvotes casted electronically: 241,800,684votes)	cludingvotes casted electronically: 241,800,684votes)
Voting Results*		% of the total represented sharepresent
Votesin favor	274,642,219 votes (205,276,076 votes)	88.11%
Votesagainst	407,089votes (407,089 votes)	0.13%
Votesinvalid	0 votes	0.00%
Votes abstained	36,639,519votes(36,117,519 votes)	11.75%

*including votes casted electronically (number in brackets)

2

2. (Proposed by the Board) Proposal ： Adoption of the Company's 2019 distribution of earnings.

Description:

• (1) The Company's 2019 net profit after tax is NT$2,134,870,687, minus this year's actuarial gain from defined benefit plans NT$2,146,160, minus disposal unrealized gain(losses) from financial assets measured at fair value through other comprehensive income carried forward to unappropriated retained earnings NT$52,698,379, minus legal reserve provision NT$ 208,002,615, minus special reserve provision NT$396,592,709, plus beginning retained earnings NT$3,420,171,288, the distributable retained earnings are NT$4,895,602,112. The 2019 distribution of earnings prepared according to the Articles of Incorporation is as follows:

PRIMAX ELECTRONICS LTD. PROFIT ALLOCATION PROPOSAL

December 31, 2019 Unit: NT$

December 31, 2019	Unit: NT$	Unit: NT$
**Item **	Amount
**Beginning retained earnings **		3,420,171,288
Less：Effects of retrospective application	0
Adjusted unallocated earnings, beginning ofyear		3,420,171,288
Add : Netprofit after tax	2,134,870,687
Less：Actuarial Gain from Defined Benefit Plans	2,146,160
Less：Disposal unrealized gain(losses) from financial assets measured at fair value through other comprehensive income carried forward to unappropriated retained earnings	52,698,379
Less：10% Legal Reserve	208,002,615
Less：Special reserveprovision	396,592,709
**Distributable retained earnings **		4,895,602,112
Distribution Item：
Cash Dividends to Common Share Holders(NT$2.4per share)	1,076,875,978
**Unappropriated Retained Earnings **		3,818,726,134

Chairman ： General Manager ： Accounting Manager: Li-Sheng Liang Li-Sheng Liang Shu-chuan Chang

Note: 1. The per share dividends above are based on the 448,698,324 outstanding shares as of April 7, 2020.

1. For the distribution of cash dividends, all dollar amounts less than NT$ 1 for fractional shares shall be listed as the Company's other income.

2. The excepted dividend payout ratio for this distribution of profits is 50%

3. (2) For this distribution of profits, the 2019 earnings will be subject to distribution on a priority basis.

4. (3) The cash dividends total NT$1,076,875,978 and the per share dividends to be distributed are NT$2.4. The dividends will be distributed to the shareholders listed in the shareholders' roster on the ex-dividend date according to their respective shareholding. The above distribution ratio is calculated based on the total 448,698,324 outstanding shares as of April 7, 2020. After the proposal is approved at the regular shareholders' meeting, it is proposed the board of directors shall be authorized to determine the ex-dividend date and relevant matters.

5. (4) For the distribution of earnings, in the event of satisfaction of the vesting conditions on restrictive stock awards, buyback of the Company's shares, assignment or cancellation of treasury stock which influences the ratio of distributable dividends, it is proposed the shareholders' meeting shall authorize the Board of Directors to make proportionate adjustments to the ratio of distributable dividends based on the number of outstanding shares on the ex-dividend date.

Resolved: the proposal was approved after voting.

Voting Results：Shares represented at the time of voting：311,688,827 (Including votes casted electronically: 241,800,684votes)

3

Voting Results*	Voting Results*	% of the total represented sharepresent
Votesin favor	274,961,219 votes (205,595,076 votes)	88.21%
Votesagainst	362,089votes (362,089 votes)	0.11%
Votesinvalid	0 votes	0.00%
Votes abstained	36,365,519votes(35,843,519 votes)	11.66%

*including votes casted electronically (number in brackets)

E. Discussion

1.

(Proposed by the Board)

Proposal ： Resolution of amendments to the Company's " Regulations of Shareholders' Meeting Proceedings ".

Description:

• (1) The Company hereby proposes to amend the " Regulations of Shareholders' Meeting Proceedings " in accordance with the "Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings" published by Taiwan Stock Exchange Corporation.

• (2) Please Refer to Schedule 5 for a comparison of the amendments to the "Regulations of Shareholders' Meeting Proceedings ".

Resolved: the proposal was approved after voting.

Voting Results：Shares represented at the time of voting：311,688,827

(Including votes casted electronically: 241,800,684votes)

cludingvotes casted electronically: 241,800,684votes)	cludingvotes casted electronically: 241,800,684votes)
Voting Results*		% of the total represented sharepresent
Votesin favor	274,883,219 votes (205,517,076 votes)	88.19%
Votes against	428,089votes (428,089 votes)	0.13%
Votesinvalid	0 votes	0.00%
Votes abstained	36,377,519votes(35,855,519 votes)	11.67%

*including votes casted electronically (number in brackets)

2. (Proposed by the Board)

Proposal ： Resolution of issue of Restricted Employee Stock Award.

Description:

• (1) In accordance with Article 267 of the Company Act and Regulations Governing the Offering and Issurance of Sercurities by Securities Issuers published by the Financial Supervisory Commission.

• (2) Expected total amounts(shares) of issuance ： 3,000,000 shares.

• (3) Expected issue price ： NT$0 per share

• (4) Vesting conditions ：

• I. Vesting conditions ：

Divided into four categories: A, B, C and D and the vesting of each is based on achieving personal performance goals.

• (I) Vesting for Category A ：

• i. Each Award of Restrictes Stock shall vest at a rate of 30% at the end of the first twelve months of continuous employment after granting the award and achievement of personal performance goals and business performance goals in the previous year.

• ii. Each Award of Restrictes Stock shall vest at a rate of 30% at end of two years of continuous employment after granting the award and achievement of personal performance goals and business performance goals in the previous year.

4

• iii. Each Award of Restrictes Stock shall vest at a rate of 40% at end of three years of continuous employment after granting the award and achievement of personal performance goals and business performance goals in the previous year.

• (II) Vesting for Category B ：

• i. Each Award of Restrictes Stock shall vest at a rate of 50% at the end of the first twelve months of continuous employment after granting the award and achievement of personal performance goals and business performance goals in the previous year.

• ii. Each Award of Restrictes Stock shall vest at a rate of 50%at end of two years of continuous employment after granting the award and achievement of personal performance goals and business performance goals in the previous year.

• (III) Vesting for Category C ：

Each award of Restrictes Stock shall vest at a rate of 100% at the end of the first twelve months of continuous employment after granting the award and achievement of personal performance goals and business performance goals in the previous year.

• (IV) Vesting for Category D ：

  • i. Each award of Restrictes Stock shall vest at a rate of 15% at the end of the first twelve months of continuous employment after granting the award and achievement of personal performance goals and business performance goals in the previous year.

  • ii. Each award of Restrictes Stock shall vest at a rate of 15% at end of two years of continuous employment after granting the award and achievement of personal performance goals and business performance goals in the previous year.

  • iii. Each award of Restrictes Stock shall vest at a rate of 20% at end of three years of continuousemployment after granting the award and achievement of personal performance goals and business performance goals in the previous year.

  • iv. Each award of Restrictes Stock shall vest at a rate of 20% at end of four years of continuousemployment after granting the award and achievement of personal performance goals and business performance goals in the previous year.

  • v. Each award of Restrictes Stock shall vest at a rate of 30% at end of five years of continuousemployment after granting the award and achievement of personal performance goals and business performance goals in the previous year.

• (V) The aforementioned personal performance goals shall mean the accomplishment of individual performance goals in accordance with the Company's "Performance Review and Development Measures", including pre-set goals and special contributions. The rating of Year-end performance review should be 3 and above.

• (VI) The aforementioned business performance goals shall mean the Earnings Per Share (EPS) of the Company for the previous year prior to the scheduled date to vest is not less than NT$3,and the Return On Equity (ROE) and of the Company for the previous year prior to the scheduled date to vest is not less than 12%.

• II. The type of shares: new common shares of the Company.

• III. Measures to be taken when employees fail to meet the vesting conditions: In circumstance where the Restrictes Stock was not vested due to failure to meet vesting conditions, such shares will be bought back by the Company without charge and will be written off.

• (5) Qualification requirements for employees ：

• I. Employees who will be eligible to receive RSA are limited to full-time employees who have registered with the Company, and will be limited to the ones who are important to the Company's future success and development; whose individual performance are valuable to the Company; or those who are considered as the valuable newhires. Employee who has hold over 10% shares of the company should be excluded.

5

• II. The actual number of shares to be granted will take into account the rank of the employee, performance, overall contribution and other factors, as well as the Company's operational requirements and business development strategy. Prior approval of the Remuneration Committee shall be obtained for those who are employed as managers.

• III. The total number of shares each individual employee may acquire by exercising the RSAs, plus the total number of employee stock warrants issued by the Company in accordance with Article 56-1 (1) of Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall not exceed 0.3% of the total number of issued shares. In addition, the number of shares each individual employee may acquire through the exercise of employee stock warrants issued by the Company in accordance with Article 56-1 (1) of the said Regulations shall not exceed 1% of the total number of issued shares.

• (6) The reason why it is necessary to issue restricted stocks for employees ： For attracting and retaining outstanding professionals, in order to create long-term Company growth and benefits for employees and shareholders.

• (7) Calculated expense amount ：

Estimations are made based on NT$40, The amount of annual cost sharing for year 2020, 2021, 2022, 2023, 2024, 2025 and 2026 shall be NT$2,916,667, NT$47,366,667, NT$37,983,333, NT$20,066,667, NT$7,066,667, NT$3,400,000 and NT$1,200,000 respectively, with a total amount of NT$120,000,000.

• (8) Dilution of EPS and other factors affecting shareholder’s equity ： Estimations are made based on NT$40, The diluted EPS for year 2020, 2021, 2022, 2023, 2024, 2025 and 2026 shall be NT$0.01, NT$0.10, NT$0.08, NT$0.04, NT$0.02, NT$0.01 and NT$0.00 respectively.

• (9) Restricted rights before employees meet the vesting conditions ：

Restrictions, covenants or outstanding issues in relation to the establishment of this Plan shall be dealt in accordance with the relevant laws and the Company's Procedures.

• (10)Other important stipulations ：

The new shares issued by the Company through the exercise of Restrictes Stock shall be dealt in accordance with measures for stock trust.

(11)Any other matters that need to be specified ：

• I. For the long term retention purpose, the Award shall be issued mainly for Category A and D, Award for Category B and C will be issued subject to the commitment of Remuneration Committee, and for the below purpose:

• (I) For employment of major talents.

(II) For the urgent cases (Retain for main technical talents, main manufacturing process talents and high operational impact managers).

The average number of Restricted Employee Stock Award issued for Category A in recent years (Y2017 to Y2019) is 96 % of the total number of Restricted Employee Stock Award; Category B is 1%; Category C is 3%; Category D is the new vesting condition.

• II. In circumstance where amendments to the conditions for issuance of Restrictes Stock are required by instructions from the competent authorities, the amended of relevant laws and rules, or in response to financial market conditions, the Chairman of the Company is authorized to amend these provisions, which shall become effective upon approval by the Board of Directors.

• III. Based on the total number of issued shares (448,730,824 shares) as of March 19, 2020, the 3,000,000 new shares to be issued will account for 0.67% of the total number of issued shares.

6

Resolved: the proposal was approved after voting.

Voting Results：Shares represented at the time of voting：311,688,827 (Including votes casted electronically: 241,800,684votes)

ludingvotes casted electronically: 241,800,684votes)	ludingvotes casted electronically: 241,800,684votes)
Voting Results*		% of the total represented sharepresent
Votesin favor	265,540,564votes (196,174,421votes)	85.19%
Votesagainst	9,787,744votes (9,787,744votes)	3.14%
Votesinvalid	0 votes	0.00%
Votes abstained	36,360,519 votes(35,838,519 votes)	11.66%

*including votes casted electronically (number in brackets)

G. Extempore Motion: None.

H. The meeting was adjourned at 9:59 a.m.

(The Minutes record the summary of the essential points of the proceedings and the results of the meeting in accordance with Article 183 of Company Act. For more details please refer to the audio and video recording of the meeting.)

7

【 Schedule 1 】

Business Report

Looking back at 2019, the global market was full of instability. Major events such as Brexit, China-US trade disputes, the possible decline of the US economy as well as international politics and social disturbance posed difficult external challenges for many companies. In another aspect, with the promotion of rapidly growing emerging technologies for various product applications, new consumer electronic products continue to be introduced to the public, bringing further potential business opportunities for companies.

Primax had a full grasp of the market trend in 2019. It maintained stable operating strategies while focusing on the core competitiveness of R&D on acoustic and vision related products, which has seen stabilization and deepened our relationship with customers. 2019 was a good year regarding revenue as well as for optimized product portfolios.

Regarding business management, Tymphany benefited from strong demand for acoustic products of smart speakers, smart headphones and true wireless stereo (TWS). Together with the need for technology integration for audio brand customers, Tymphany’s revenue in 2019 had grown substantially. In respect to the application of optical products, Primax’s automotive camera modules have continued to show a stable shipment and excellent quality yield. By pursuing relationships with major global OEMs and tier-1 suppliers and assisting them in the development of components for smart driving, we can diversify risk from the mobile phone market. With the development of PC peripherals, Primax has created differentiated gaming products for customers with customized lighting technology and its application introduction which has maintained stable contribution to revenue and profit.

2019 was a crucial year for Primax in terms of manufacturing layout. Aside from the continuous promotion of the manufacturing upgrade of Industrial 4.0, the regional manufacturing plan was also implemented for risk diversification. The Company decided, other than China, Thailand will be the next production location and the investment in production and shipment will take effect in 2020, allowing it to start making a contribution to the Group’s revenue.

The following is an overview of the Company's 2019 performance.

I. 2019 Financial Performance

(I) Financial Results

The Company generated NT$80,649,608 thousand of net consolidated operating revenues worldwide in 2019, representing a 24.4% growth from NT$64,811,408 thousand in 2018. Consolidated net income totaled NT$2,262,919 thousand in 2019, representing a 18.2% growth compared to NT$1,913,975 thousand in 2018.

(II) Cash Flow Analysis

ash Flow Analysis
		Unit：NT$ thousand
Account	2019	2018	Net change
Net cash inflow (outflow) from operating activities	6,628,011	1,786,951	4,841,060
Net cash inflow (outflow) from investing activities	(3,578,919)	(2,917,352)	(661,567)
Net cash inflow (outflow) from financing activities	(1,098,408)	(1,539,774)	441,366

8

(III) Profitability Analysis

Profitability Analysis
Account	2019	2018
Return on Equity (%)	15.36	13.69
Operating Income to Paid-in Capital (%)	61.59	43.41
Profit before Tax to Paid-in Capital (%)	64.96	52.84
Net Profit Margin (%)	2.81	2.95
Earnings per Share (Dollars)	4.80	4.12

(IV) R&D Investments

The Company committed NT$2,968,221 thousand to research and development expenses in 2019 as a means to enhance its R&D capacity and competitive advantage. The investment was spent on the design and development of new products/technologies and improvement in the production process.

II. Business Strategy and Technology Developments

Regarding business development, the focus for 2020 will center on developing technology-oriented products. The aim is on the core competitiveness that improves acoustic and vision related technologies. We will continue to develop new product applications in relation to acoustics, optics, and human-machine interfaces (HMI), increasing the market share. With Tymphany’s acoustic products gradually becoming the Group’s main contribution to revenue and profit in 2019, the subsequent direction will be the improvement in product quality and efficiency, and the continuous investment in technology R&D as well as the integration of new products. Among these, demand for smart speakers, smart headphones and TWS are expected to grow in 2020. Tymphany will try its very best with an opportunity to introduce midto high-end related products in a bid to maintain our position as a market leader.

In the development of optical products, technological applications brought with development trends such as mobile devices, digital home, artificial intelligence (AI), and internet of things (IoT) have gradually become more sophisticated. Primax will vigorously expand the application areas of new camera modules including 3D sensing, smart driving systems, etc.; new functions and manufacturing process will continually be developed on the software and hardware of visual imaging such as structured light 3D sensing, multi-camera design, image processing software, etc., thereby entering the market with products in relation to smart visionand smart homes.

PC peripheral business groups based on human-machine interfaces will continue to expand the revenue and profit of gaming peripheralsin 2020. At the same time, with the existing technology and the Company’s design capacity, the Group’s vision and acoustic technologies can keep up with new market trends and customer needs. Smart home related products such as door locks, surveillance, and security systems are planned for development. The Company will help brand customers to introduce the technology to new products, allowing the range of the Company products to expand from computers to IoT.

In terms of production management, the Company will continue making progressive upgrades to its production capacity in 2020, realizing its vision of smart manufacturing and Industry 4.0 starting with the adoption of automated manufacturing processes, big data and AI to largely enhance judgement and use of manufacturing information. Primax expects to reduce

9

production costs, increase yield, and optimize utilization of production capacity. Regarding Thailand as a manufacturing base, production will be accelerated in 2020, establishing a large-scaled production base outside mainland China while maintaining high standards of product yield and quality.

The global economy will remain susceptible to the US-China trade war and the novel coronavirus (COVID-19) outbreak in the coming year, which the Company plans to respond to by focusing on Asia as the world's main supply chain. With the progress of Industry 4.0, and the layout of regional manufacturing, the Company is ready to face the harsh market challenge and welcome the next technological re-engineering opportunity.

Chairman and General Manager: Li-Sheng Liang

Accounting Manager: Shu-chuan Chang

10

【 Schedule 2 】

Audit Committee’s Review Report

• To: Shareholders' Meeting of Primax Electronics Ltd.

Among the Company's 2019 Business Report, Financial Statements and Proposal for Distribution of Earnings prepared and submitted by the Board of Directors, the Financial Statements have been fully audited by KPMG Taiwan which has issued the audit report.

The Audit committee members have audited the above Business Report, Financial Statements and Proposal for Distribution of Earnings and determined they are in compliance with the Company Act and other applicable laws and regulations and therefore issue this report pursuant to the provisions of Article 219 of the Company Act. I hereby submit this report.

Chairman of the Audit Committee: Tai-Jau Ku

Date: March 10, 2020

11

【 Schedule 3 】

PRIMAX ELECTRONICS LTD.

Comparison of Amendments to the

Procedures for Ethical Management and Guidelines for Conduct

Reason for Amended Content Current Content Amendment and Explanation Article 6 Article 6 Subject to the (Responsible unit & Responsibilities) (Responsible unit) amendment of Article 7,17 This Corporation shall designate the Human This Corporation shall designate the and 20 as set Resource Department as the solely Human Resource Department as the forth in responsible unit (hereinafter, "responsible solely responsible unit (hereinafter, Procedures for unit") under the board of directors and in charge "responsible unit") under the board of directors Ethical of the amendment, implementation, and in charge of the amendment, Management interpretation, and advisory services with implementation, interpretation, and advisory and Guidelines respect to these Procedures and Guidelines, the services with respect to these Procedures and for Conduct recording and filing of reports, and the Guidelines, the recording and filing of reports, (hereinafter, monitoring of implementation. The responsible and the monitoring of implementation. The "Procedures unit shall be in charge of the following matters responsible unit shall be in charge of the and and also submit regular reports to the board of following matters and also submit regular Guidelines") directors (at least once every year): reports to the board of directors:

1. Assisting in incorporating ethics and moral values into this Corporation's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.

2. Adopting programs and risk assessment mechanism to prevent unethical conduct , analyzing and assessing risk periodically , according to risk assessment result to ask the internal audit unit for assistance, and setting out in each program the standard operating procedures and conduct guidelines with respect to this Corporation's operations and business.

3. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.

4. Promoting and coordinating awareness and educational activities with respect to ethics policy.

5. Developing a whistle-blowing system and ensuring its operating effectiveness.

6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and

7. Assisting in incorporating ethics and moral values into this Corporation's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.

8. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to this Corporation's operations and business.

9. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.

10. Promoting and coordinating awareness and educational activities with respect to ethics policy.

11. Developing a whistle-blowing system and ensuring its operating effectiveness.

12. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures

12

Reason for Amended Content Current Content Amendment and Explanation preparing reports on the regular assessment of With respect to the matter set forth in compliance with ethical management in preceding Item 6, the responsible unit may operating procedures refer to other unit of this Corporation for With respect to the matter set forth in preceding assistance if necessary.

With respect to the matter set forth in preceding Item 6, the responsible unit may refer to other unit of this Corporation for assistance if necessary.

1. Adopting and keeping well the documents of ethical management policy, statement, implementation of ethical management, etc.

Article 12 (Recusal)

When a Company director, officer or other stakeholder attending or present at a board meeting, or the juristic person represented thereby, has a stake in a proposal at the meeting , that director, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of this Corporation would be prejudiced, may not participate in the discussion or vote on that proposal, shall recues himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner.

If the spousal, second degree of kinship or company with controlled affiliation of the director has the relationship with the proposal at the meeting, the director should be interest avoidance.

If in the course of conducting company business, any personnel of this Corporation discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions.

No personnel of this Corporation may use company resources on commercial activities other than those of this Corporation, nor may any personnel's job performance be affected by

Article 12 Subject to the (Recusal) amendment of Article 11 as set When a Company director, officer or other forth in Ethical stakeholder attending or present at a board Corporate meeting, or the juristic person represented Management thereby, has a stake in a proposal at the Best Practice meeting , that director, officer or stakeholder Principles for shall state the important aspects of the stake in TWSE/GTSMthe meeting and, where there is a likelihood Listed that the interests of this Corporation would be Companies prejudiced, may not participate in the (hereinafter,"Pri discussion or vote on that proposal, shall nciples"). recues himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner.

If in the course of conducting company business, any personnel of this Corporation discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions.

No personnel of this Corporation may use company resources on commercial activities other than those of this Corporation, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of this Corporation.

13

Amended Content

his or her involvement in the commercial activities other than those of this Corporation.

Article 16

(The provisions of the Exchange Act and Non-disclosure agreement)

All Company personnel shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider trading.

Any organization or person outside of this Corporation that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by this Corporation shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of this Corporation acquired as a result, and that they may not use such information without the prior consent of this Corporation.

Article 17

(Compliance and Announcement of policy of ethical management to outside parties)

The Directors and Executive management shall sign the ethical management statement , the statements shall be kept well in this corporation and the newcomer shall comply with the offer letter about ethical management statement.

This Corporation shall disclose its policy of ethical management in its internal rules, annual reports, on the company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as supplier conferences and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.

Reason for Current Content Amendment and Explanation Article 16 Subject to the (Non-disclosure agreement) amendment of Article 15 as set All Company personnel shall adhere to the forth in provisions of the Securities and Exchange Act, Principles. and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider trading.

Any organization or person outside of this Corporation that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by this Corporation shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of this Corporation acquired as a result, and that they may not use such information without the prior consent of this Corporation.

Article 17 Subject to the (Announcement of policy of ethical amendment of management to outside parties) Article 16 as set forth in This Corporation shall disclose its policy of Principles. ethical management in its internal rules, annual reports, on the company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as supplier conferences and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.

14

Amended Content		Current Content	Reason for Amendment and Explanation
Article 22 (Whistle blowing procedure and incentive reward) As an incentive to insiders and outsiders for informing of unethical or unseemly conduct, this Corporation will grant a reward: 1. The seriousness is the truth : NT$1,000 . 2. The actual damage by the seriousness : additional reward not less than NT$3,000. 3. Insiders may also be praised publicly as a reward. Nevertheless, insiders having made a false report or malicious accusation shall be subject to disciplinary action and be removed from office if the circumstance concerned is material. This Corporation shall internally establish and publicly announce on its website and the intranet, or provide through an independent external institution, an independent mailbox or hotline, for Company insiders and outsiders to submit reports. A whistleblower shall at least furnish the following information: 1.The informed party's name or other information sufficient to distinguish its identifying features. 2.Specific facts available for investigation.		Article 22 (Whistle blowing procedure and incentive reward) As an incentive to insiders and outsiders for informing of unethical or unseemly conduct, this Corporation will grant a reward: 1. The seriousness is the truth : NT$1,000. 2.The actual damage by the seriousness : additional reward not less than NT$3,000. 3. Insiders may also be praised publicly as a reward. Nevertheless, insiders having made a false report or malicious accusation shall be subject to disciplinary action and be removed from office if the circumstance concerned is material. This Corporation shall internally establish and publicly announce on its website and the intranet, or provide through an independent external institution, an independent mailbox or hotline, for Company insiders and outsiders to submit reports. A whistleblower shall at least furnish the following information: 1.The whistleblower’s name and I.D. number, and an address, telephone number and e-mail address where it can be reached. 2.The informed party's name or other information sufficient to distinguish its identifying features. 3.Specific facts available for investigation.	Subject to the amendment of Article 23 as set forth in Principles.
Article 24 (Internal promotion,establishment of a system for rewards, penalties, and complaints, and related disciplinary measures) The responsible unit of this Corporation shall organize the awareness sessions each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics to its directors and employees. This Corporation shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints. If any personnel of this Corporation seriously violates ethicalconduct, this Corporationshall		Article 24 (Establishment of a system for rewards, penalties, and complaints, and related disciplinary measures) The responsible unit of this Corporation shall organize the awareness sessions each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics to its directors and employees. This Corporation shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints. If any personnel of this Corporation seriously violates ethical conduct, this Corporation shall dismiss the personnel from his or herposition	Subject to the amendment of Article 23 as set forth in Principles.

15

	Amended Content	Current Content	Reason for Amendment and Explanation
	dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of this Corporation. This Corporation shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response.	or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of this Corporation. This Corporation shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response.
	Article 25 (Enforcement) ….(Skip) Date：2012.3.20 (Enacted) Date：2015.7.7 (Amended ) Date：2019.8.14 (Amended ) Date：2020.4.8 (Amended )	Article 25 (Enforcement) ….(Skip) Date：2012.3.20 (Enacted) Date：2015.7.7 (Amended )	Update the amended date.

16

【����������】

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

【 Schedule 5 】

PRIMAX ELECTRONICS LTD.

Comparison of Amendments to the Regulations of Shareholders' Meeting Proceedings

	Amended Content	Current Content	Reason for Amendment and Explanation
7.	The Company shallmake an uninterrupted audioandvideo record the proceedings of the whole shareholders' meeting and keep the recording for at least one year or a longer period of time until conclusion of a litigation proceedings if a shareholder files an action in accordance with Article 189 of the Company Act.	7. The Company shall audioorvideo record the proceedings of the whole shareholders' meeting and keep the recording for at least one year or a longer period of time until conclusion of a litigation proceedings if a shareholder files an action in accordance with Article 189 of the Company Act.	Revise in accordance with the Sample Template for 「XXX Co., Ltd. Rules of Procedure for Shareholders Meetings".
9.	The agenda of a shareholders' meeting shall be created by the Board of Directors with the proposal submitted by the Board of Directors to be dealt with on a prioritized basis during the meeting. When the above proposals are being discussed, the chairperson of the meeting may determine if a shareholder's comments are related to the proposal in question. If the feedback or comments are not related to the proposal in question, discussion shall be continued at an extempore motion.The related proposals (including extemporary motions and reivsed proposals) shall be resolved by voting for each proposal.A meeting shall be proceeded with in accordance with a predetermined agenda unless changed by the resolution of a shareholders' meeting. The chairperson of the meeting shall not close the meeting prior to conclusion of the agenda unless a resolution is passed in favor of the closure. After closure of the meeting, shareholders shall not select a new chairperson to continue the meeting at the same location or a new location, except in the case of closure announced by the chairperson in violation of the regulations of meeting proceedings when a new chairperson may be elected with a majority vote of the attending shareholders to continue the meeting.	9. The agenda of a shareholders' meeting shall be created by the Board of Directors with the proposal submitted by the Board of Directors to be dealt with on a prioritized basis during the meeting. When the above proposals are being discussed, the chairperson of the meeting may determine if a shareholder's comments are related to the proposal in question. If the feedback or comments are not related to the proposal in question, discussion shall be continued at an extempore motion. A meeting shall be proceeded with in accordance with a predetermined agenda unless changed by the resolution of a shareholders' meeting. The chairperson of the meeting shall not close the meeting prior to conclusion of the agenda unless a resolution is passed in favor of the closure. After closure of the meeting, shareholders shall not select a new chairperson to continue the meeting at the same location or a new location, except in the case of closure announced by the chairperson in violation of the regulations of meeting proceedings when a new chairperson may be elected with a majority vote of the attending shareholders to continue the meeting.	The same as above reason.
15. When the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed and call for a vote with sufficient voting time.		15. When the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed and call for a vote.	The same as above reason.

34

Current Content

Amended Content

1. For voting of a proposal, the proposal is approved with a majority vote of the attending shareholders except for the special resolutions otherwise provided for under the Company Act and the Articles of Incorporation.

If a shareholder authorizes a proxy to attend the shareholders' meeting, with the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

1. For voting of a proposal, the proposal is approved with a majority vote of the attending shareholders except for the special resolutions otherwise provided for under the Company Act and the Articles of Incorporation. When a proposal is voted, if all the attending shareholders indicate unanimous consent when consulted by the chairperson, the proposal shall be deemed approved with the same validity as ballot voting. In the absence of unanimous consent, ballots shall be cast in a manner as provided under the applicable laws and regulations.

If a shareholder authorizes a proxy to attend the shareholders' meeting, with the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

Reason for Amendment and Explanation Revise in alignment with Article 9

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

1. These Regulations were established on November 7, 2008.

The first amendment was made on June 4, 2009.

The second amendment was made on May 25, 2017.

Adding 21. These Regulations were established on update to November 7, 2008. amendment The first amendment was made on June 4, date. 2009.

1. These Regulations were established on November 7, 2008.

The second amendment was made on May 25, 2017.

The second amendment was made on June 23, 2020.

35