VICTORY — AGM Information 2023

Sep 8, 2023

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STOCK SYMBOL：1340
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勝悅新材料有限公司 Victory New Materials Limited Company

2023 ANNUAL GENERAL MEETING HANDBOOK

Date and time: 9 am, Wednesday, June 28, 2023 Location: No. 1, Sec. 3, Zhongxiao E. Rd., Taipei City (GIS Taipei Tech Convention Center)

Table of Contents

Meeting agenda

Report items

Acknowledgment items

Discussion items

Matters arising (Ad hoc motions)

Attachment

• Attachment 1: Annual Operating Report for the Year 2022

• Attachment 2: Audit Committee Review of the Year 2022 Financial Statements Report

• Attachment 3: Auditor's Report and Consolidated Financial Statements for the Year 2022 of the

• Attachment 4: Profit Distribution Statement for the Year 2022

• Attachment 5: Comparison Table of Amendments to the Company Bylaws

• Attachment 6: Comparison Table of Amendments to the Board of Directors Meeting Rules

Appendix

• Appendix 1: Company Bylaws (prerevision)

• Appendix 2: Board of Directors Meeting Rules Appendix 3: Shareholding of all Directors

Victory New Materials Limited Company Meeting Agenda for 2023 Annual Shareholders’ Meeting

Time: June 28, 2023 (Wednesday) 9 a.m.

Location: No. 1, Sec. 3, Zhongxiao E. Rd., Daan Dist., Taipei City

• (GIS TAIPEI TECH Convention Center)

I. Meeting Announcement

• II. Chairman's Address

III. Reports

1. Annual Operating Report for the Year 2022.

2. Audit Committee Audit Report for the Year 2022.

3. Report on Directors' Remuneration and Employee Compensation for the Year 2022.

4. Report on Shareholders' Proposals Received.

IV. Recognitions

1. Approval of the Annual Operating Report and Financial Statements for the Year 2022.

2. Approval of the Profit Distribution Proposal for the Year 2022.

V. Discussions

1. Proposal to Amend the Company Bylaws.

2. Proposal to Amend the "Board of Directors Meeting Rules" of the Company.

VI. Ad hoc Motions

• VII. Adjournment

Reports

Proposal 1 (Board-proposed) Subject: Annual Operating Report for the Year 2022.

Description: The company's annual operating report for the year 2022 is provided. Please refer to Appendix 1 on page 7 of this handbook for details.

Proposal 2 (Board-proposed) Subject: Audit Committee Audit Report for the Year 2022.

Description: The Audit Committee has reviewed the audit report of the company's financial statements for the year 2022. Please refer to Appendix 2 on page 9 of this handbook for details.

Proposal 3 (Board-proposed) Subject: Report on Directors' Remuneration and Employee Compensation for the Year 2022.

Description: The company proposes not to distribute directors' remuneration and employee compensation for the year 2022.

Proposal 4 (Board-proposed) Subject: Report on Shareholders' Proposals Received.

Description: Shareholder with account number 29879, Mr. Cai Zhengzhe, submitted a written proposal suggesting the company to carry out a cash capital increase or issue convertible bonds. After the Board's review on May 11, 2023, it was determined that the proposed matter falls within the authority of the Board and does not require discussion at the shareholders' general meeting. Therefore, it is not included in the agenda of the shareholders' regular meeting.

Acknowledgment Items

Proposal 1 (Board-proposed)

Subject: Acknowledgment of the Annual Operating Report and Financial Statements for the Year 2022. Description: The company has independently prepared the financial statements for the year 2022 and engaged the services of CPAs Chen Guanghui and Guo Zhenyu from Ernst & Young Certified Public Accountants to conduct an audit, resulting in an audit report on file. The company also intends to issue the annual operating report. Please refer to Appendix 1 to Appendix 3 on pages 7 to 18 of this handbook for the Annual Operating Report for the year 2022, the audit report, and the financial statements.

Proposal 2 (Board-proposed)

Subject: Approval of the Profit Distribution Proposal for the Year 2022. Description:

1. The profit distribution statement for the year 2022 is provided. Please refer to Appendix 4 on page

2. 19 of this handbook.

3. In accordance with the provisions of the company bylaws, it is proposed not to distribute cash dividends or stock dividends to shareholders.

Discussion Items

Proposal 1 (Board-proposed)

Subject: Amendment to the Company Bylaws

Description: Proposed amendments to certain articles of the company bylaws. Please refer to Appendix 5 on pages 20 to 24 of this handbook for the comparison table of the amended articles.

Proposal 2 (Board-proposed) Subject: Amendment to the "Board of Directors Meeting Rules" of the Company Description: In order to comply with requirements from the securities exchange and regulations, it is proposed to amend the "Board of Directors Meeting Rules" of the company. Please refer to Appendix 6 on pages 41 to 42 of this handbook for the comparison table of the amended articles.

Ad hoc Motions

Adjournment