PSC — AGM Information 2021

Jul 28, 2021

Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

Meeting Minutes of

2021 General Shareholders’ Meeting

• Time and Date: 9:00 AM, July 20, 2021.
• Place: No. 8, Dongxing Rd., Taipei City, Taiwan ROC
• Total outstanding shares: 1,399,837,829 shares.Total shares represented by shareholders present in person or by proxy: 949,940,008 shares (of which, 764,589,844 shares voted via electronic transmission). Percentage of shares held by shareholders present in person or by proxy:67.86%.
• Chairman: LIN,KUAN-CHEN, the Chairman of the Board of Directors
• Directors present in person: LIN,KUAN-CHEN,CHEN,JIN-YI,LEE,CHI-MING.
• Independent directors present in person: LIANG,YANN-PING, PAI, CHUN-NAN,

• Recorder: WANG,YUEH-LIN

• Chairman's Address (omitted)

• Report Items

(1) 2020BusinessReport

Explanation:The Company’s BusinessReport for 2020, please see meeting agenda Appendix I

(2) 2020Audit Committee's Review Report

Explanation:For 2020Audit Committee's Review Report, please see meeting agenda Appendix II

(3) 2020Remuneration of Employees and Directors

Explanation:

1)Comply with the Ordinance No. 10402413890(June 11, 2015) and the Ordinance No. 10402427800(October 15, 2015) issued by the Ministry of Economic Affair.

2)In accordance with Article 23 of the Company’s bylaws , the Company will distribute compensation to employees and the Directors from pre-tax profits. Where the company has pre-tax profits, the total value of funds to be distributed among employees shall not be less than 1.6% of pre-tax profits; while the total value of funds to be distributed among the Directors shall not be more than 2% of pre-tax profits. If the company has losses carried forward,compensation should only be paid to employees and Directors after funds have been set aside as reserve for such losses.

3)The proposal of 2020 Remuneration of Employees and Directors has been approved by the 15th meeting of the 4th Remuneration Committeeand the 18th meeting of 11th Board of Directors. It is proposed that a total of NT$81,804,081 (2%) to be distributed to employees and NT$81,804,081 (2%) to be distributed to Directors in accordance with the allocation rules of the 1st meeting of the 11th Board of Directors. The above mentioned compensation will be in cash.

(4) Amendment to the “Ethical Corporate Management Best PracticePrinciples.

Explanation:

1) In accordance with the article 5,6,7,8,17,20 and 23 of the Ethical CorporateManagement Best Practice Principles for TWSE/GTSM-Listed Companies ,Our“Ethical Corporate Management Best Practice Principles shall be amended.

2) For the comparison table of amendments to“Ethical Corporate Management BestPracticePrinciples”, please see meeting agenda Appendix III

(5) The enactment of the“Procedures for Ethical Management and Guidelines for Conduct”

Explanation:

1) In accordance withNo. Taiwan-Stock-Governance-1090002299 of the Taiwan Stock Exchange Corporation, we have formulated our own Procedures for Ethical Management and Guidelines for Conduct.

2) Refer to meeting agenda AppendixIV for the provisions of the“Procedures for EthicalManagement and Guidelines for Conduct”

C.Items to be Adopted

Motion 1 (proposed by the Board of Directors)

Topic:Adoption of the 2020business report, consolidated financial statements andfinancial statements

Explanation:

(1) The 2020consolidated financial statements andthe financial statements have already been successfully audited by CPA Lin, Se-Kaiand CPA Lo,Chiao-Sen of PricewaterhouseCoopers Taiwan.

(2)The business report, the consolidated financial statements and the financial statements have been reviewed by the Audit Committeeand approved by the 18th Meeting of the Eleventh termBoard of Directors(March 23, 2021)

(3)Forthe business report, the consolidated financial statements and the financial statements, please see meeting agenda Appendix I and Appendix V.

Voting Result: 949,940,008 shares were represented at the time of voting.

904,506,800 shares voted for the proposal (of which 719,156,636 shares exercised via electronic transmission);

147,117 shares voted against the proposal (of which 147,117 shares exercised via electronic transmission).

45,286,091 shares abstain from voting (of which 45,286,091 shares exercised via electronic transmission).

0 shares invalid from voting (of which 0 shares exercised via electronic transmission).

95.21% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

Motion 2 (Proposed by the Board of Directors)

Topic:Adoption of the Proposal for the 2020 earnings distribution

Explanation:

(1)The proposal for distribution of 2020earnings are prepared in accordance with regulations and the Company’s Articles of Incorporation. Please refer to the 2020Earnings Distribution statementsProposal as meeting agenda meeting agenda Appendix VI.

(2) After first being decreased by $17,197,851as a result of remeasurement of defined benefit plans,and increased by $177,031,100as realized gain from investments in equity instruments at fair value through other comprehensive income, and then setting aside legal reserve(10%), specialreserve(20%),and reversing special reserve 7,620,334 employees’ transformation training expenditure arising from the development of fintechto 2020, according to Jin-Guan-Zheng-Quan Letter No. 1080321644.The unappropriated earnings available for distribution for 2020is $2,681,240,405. Proposed cashdividendand stock dividend are$2,099,756,744 and $559,935,140 respectively, which is equivalent to $1.5and $ 0.4 per sharerespectively. The stock dividend is no consideration at the ratio of40 new shares for every 1,000 shares held by shareholders. Upon the approval of Shareholders' Meeting, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date and record date of a capital increase.

(3)In the event that the shares outstanding changes, it is proposed that the Board of Directors be authorized to adjust the amount per share to be distributed to shareholders based on the number of actual shares outstanding on the record date for distribution. Dividends ofless than $1 shall be transferred to the Company's Employee Benefit Council.

Voting Result: 949,940,008 shares were represented at the time of voting.

905,744,837 shares voted for the proposal (of which 720,394,673 shares exercised via electronic transmission);

356,017 shares voted against the proposal (of which 356,017 shares exercised via electronic transmission).

43,839,154 shares abstain from voting (of which 43,839,154 shares exercised via electronic transmission).

0 shares invalid from voting (of which 0 shares exercised via electronic transmission).

95.34% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

D.Items for Discussion

Item 1(Proposed by the Board of Directors)

Topic: Amendment to the Articles of Incorporation,and invites discussion.

Explanation:

(1) Apply to operate a securities investment consulting enterprise (SICE) that conducts discretionary investment business by means of trusts.The Companyincrease business items. The Article 2 should be amended.

(2) For chart comparing the changes, please see meeting agenda Appendix VII

Added note: As the date of the shareholders' meeting was postponed to 20 July 2021, article 26, paragraph 29, was amended on 20 July 2021.

Voting Result: 949,940,008 shares were represented at the time of voting.

904,138,709 shares voted for the proposal (of which 718,788,545 shares exercised via electronic transmission);

169,032 shares voted against the proposal (of which 169,032 shares exercised via electronic transmission).

45,632,267 shares abstain from voting (of which 45,632,267 shares exercised via electronic transmission).

0 shares invalid from voting (of which 0 shares exercised via electronic transmission).

95.17% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

Item 2(Proposed by the Board of Directors)

Topic: Amendment to the Articles of Rules and Procedures of Shareholders’ Meeting ,and invites discussion.

Explanation:

(1) According to June3,2020 Letter No. Taiwan-Stock-Governance-1090009468 & January28,2021 Letter No. Taiwan-Stock-Governance-1100001446 of the Taiwan Stock Exchange Corporation.

(2) For chart comparing the changes, please see meeting agenda Appendix VIII

Added note: As the date of the shareholders' meeting was postponed to 20 July 2021, article 19, paragraph 7, was amended on 20 July 2021.

Voting Result: 949,940,008 shares were represented at the time of voting.

904,147,676 shares voted for the proposal (of which 718,797,512 shares exercised via electronic transmission);

175,051 shares voted against the proposal (of which 175,051 shares exercised via electronic transmission).

45,617,281 shares abstain from voting (of which 45,617,281 shares exercised via electronic transmission).

0 shares invalid from voting (of which 0 shares exercised via electronic transmission).

95.17% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

Item 3(Proposed by the Board of Directors)

Topic：The proposal of issuance of new shares through capitalization of retained earnings.

Explanation:

(1) In order to strengthen the Company’s operating capital position, it is proposed to distribute stock dividend $559,935,140, which is equivalent to $0.4per sharewith each share to have a par value of NT$10.

(2) For shareholders receiving less than 1 newly issued share, they should apply to the company’s shareholder services department within 5 days of the capital increase date of record, and shareholders who fail to register before that date will receive a discounted cash payment. Cash payments will be rounded down to the nearest NT$1, with any fractionalshare being allocated to the Company’s Employee Benefit Council with par value.

(3) Company share buybacks, treasury share transfers, and cancellation of shares may alter the total number of outstanding company shares and thereby affect the ratio by which earnings are distributed to shareholders. The Chairman of the Board shall be authorized to adjust the distribution ratios approved in the General Shareholder Meeting so as to accurately reflect the total number of outstanding shares as of the capital increase date of record.

(4) It is proposed that the Board of Directors be authorized to set distribution events, such as the ex-dividend and capital increase record date, after approval by a shareholders’ meeting and after approval by the competent authority. In case of changes of the regulation or of competent authority’s order, the Board of Directors shall be authorized to handle all the relevant matters. The responsibilities and obligations of new shares issued this time are same as those original shares.

Voting Result: 949,940,008 shares were represented at the time of voting.

904,138,403 shares voted for the proposal (of which 718,788,239 shares exercised via electronic transmission);

194,569 shares voted against the proposal (of which 194,569 shares exercised via electronic transmission).

45,607,036 shares abstain from voting (of which 45,607,036 shares exercised via electronic transmission).

0 shares invalid from voting (of which 0 shares exercised via electronic transmission).

95.17% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

Item 4(Proposed by the Board of Directors)

Topic：Amendments to the “Operating Procedures for Endorsement and Guarantee”.

Explanation:

(1) In accordance with the Ordinance No. 10903641202 issued by the FSC on September 10, 2020, the Operating Procedures for Endorsement and Guarantee should be amended.

(2) For the comparison table of amendments to“Operating Procedures for Endorsement and Guarantee”, please see meeting agenda Appendix IX

Voting Result: 949,940,008 shares were represented at the time of voting.

904,163,978shares voted for the proposal (of which 718,813,814 shares exercised via electronic transmission);

157,874 shares voted against the proposal (of which 157,874 shares exercised via electronic transmission).

45,618,156 shares abstain from voting (of which 45,618,156 shares exercised via electronic transmission).

0 shares invalid from voting (of which 0 shares exercised via electronic transmission).

95.18% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

E. Election item

Topic:To elect the 12th board of Directors of the company(Proposed by the Board of Directors).

Explanation:

(1) The term of the Company’s 11th board of directors shall expire on June 17, 2021. The12th board of directors shall be electedduring the general shareholdersmeeting of this year.

(2) In accordance with Article 13 of the Company’s bylaws, the Company shall have 19directors, of which 4 shall be independent, 15shall be non-independent. They shallserve a 3-year term (from their appointment at the shareholders’ meeting to be held on June 17, 2021, to June 16, 2024) andareeligible for reelection.Directors shall be elected from among the nominees listed in the roster of candidates by adopting candidate nomination system.

(3) Election-related matters shall be handled in accordance with the Company’s Rules Governing the Election of Directors.(refer to meeting agenda Appendix XI)

(4) Please cast your vote.

Additional Note: As the date of the shareholders' meeting was postponed to 20 July 2021, the term of office of the directors is three years (from the elections of the meeting of shareholders on July 20, 2021, to July 19, 2024).

Directors Election Result

ELECTION CATEGORIES	SHAREHOLDER’S ACCOUNT NUMBER OR ID	NAME	VOTES RECEIVED	RESULTS
DIRECTOR	42740	KAI NAN INVESTMENT CO.,LTD LIN,KUAN-CHEN	1,043,414,276	Elected
DIRECTOR	42740	KAI NAN INVESTMENT CO.,LTD LIU, TSUNG-YI	910,767,223	Elected
DIRECTOR	42740	KAI NAN INVESTMENT CO.,LTD CHEN, KUO-HUI	910,757,220	Elected
DIRECTOR	42740	KAI NAN INVESTMENT CO.,LTD HSIEHHUNG, HUI-TZU	910,301,953	Elected
DIRECTOR	42740	KAI NAN INVESTMENT CO.,LTD LU, LI-AN	910,224,864	Elected
DIRECTOR	42740	KAI NAN INVESTMENT CO.,LTD CHEN,JIN-YI	894,714,864	Elected
DIRECTOR	42740	KAI NAN INVESTMENT CO.,LTD CHEN,YI-LING	894,043,916	Elected
DIRECTOR	30	CANKING INVESTMENT CORP. TENE, WEN-HWI	893,091,973	Elected
DIRECTOR	3126	HUI TUNG INVESTMENT CO.,LTD. LEE, CHI-MING	890,341,062	Elected
DIRECTOR	83	LEG HORN INVESTMENT CO.,LTD. CHANG , MING-CHEN	890,011,539	Elected
DIRECTOR	9142	TA LEH INVESTMENT HOLDING CO.,LTD TU, LI-YANG	889,682,008	Elected
DIRECTOR	93	CHINA F.R.P. CORPORATION LEE, SHU-FEN	889,352,483	Elected
DIRECTOR	72	DUH, BOR-TSANG	889,342,478	Elected
DIRECTOR	2956	LEE, TZONG- SHIUN	885,813,754	Elected
DIRECTOR	123653	JUANG, JING-YAU	885,803,754	Elected
INDEPENDENT DIRECTOR	M22015XXXX	LIANG, YANN-PING	866,708,488	Elected
INDEPENDENT DIRECTOR	F10****627	PAI , CHUN-NAN	865,812,495	Elected
INDEPENDENT DIRECTOR	A12****504	SONG, YUNG-FONG	865,726,163	Elected
INDEPENDENT DIRECTOR	D10****068	HORNG , YUAN-CHUAN	865,632,696	Elected

F. Extraordinary Motions

Discussion Item：

Topic: Discuss to release the directors from non-competing restrictions.

Explanatory Notes：

Pursuant to Article 209 of the Company Act, it is proposed to request the General Shareholders’ Meeting to release the non-compete restrictions on the 12th director Mr. Lin,Kuan-Chen, who was appointed as the director of the joint venture Jin Yuan President Securities Corporation Limited.

Voting Result: 949,940,008 shares were represented at the time of voting. Excluding the exercise of the shares to avoid voting interests 4,700,000 shares, the total number of voting shares of shareholders present in this case is 945,240,008

899,093,946 shares voted for the proposal (of which 718,433,782 shares exercised via electronic transmission);

318,137 shares voted against the proposal (of which 318,137 shares exercised via electronic transmission).

45,827,925 shares abstain from voting (of which 45,827,925 shares exercised via electronic transmission).

0 shares invalid from voting (of which 0 shares exercised via electronic transmission).

95.12% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

G.Extraordinary Motions:None.

H. Meeting Adjourned