CHIN-POON INDUSTRIAL CO., LTD.

2023 ANNUAL SHAREHOLDERS' MEETING

MINUTES

(Translation)

Time: Tuesday, June 27, 2023 at 9:00 a.m. GMT+8

Venue: No.17, Lane 5, Section 2, Nanshan Road, Luzhu District, Taoyuan City 33852, Taiwan (R.O.C.)

The outstanding shares of the Company: 397,492,420 shares.

Attendance: A total of 215,931,577 shares attended in person and by proxy (including attendance of 123,063,843 shares which has exercised voting rights by electronic means) accounted for 54.32% of the total outstanding shares of the Company.

Chairperson: Tseng-Liu,Yu-Chih, the Chairperson of the Board of Directors

Minutes Taker: Huang, Yu-Chiao Directors in Attendance:

Huang, Wei-Jin, Director Lin, Pi-Chi, Director Tung, Hsiao-Hung, Director Lai, Hwei-Shan, Director Tseng-Liu,Yu-Chih, Director Tseng, Wen-Yu, Director

Chen, Hsiang-Sheng, Independent Director Hsu, Sung-Tsai, Independent Director

Attendees who were not directors: Alan Hwang, CEO Rachel Lin, VP

Jack Lin, VP Victor Wang, CPA Tom Hsieh, Lawyer

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  1. The chairperson called the meeting to order after the number of shares in attendance have constituted a quorum.
  2. Chairperson's Address (omitted)
  3. Reports

Report 1 Business Report for 2022& Business Plan for 2023 (Appendix 1)

Report 2 Audit Committee's Review Report of 2022 (Appendix 2audit committee's review report of 2022Appendix 3financial statements of 2022)

Report 3 Report on the Compensation of Employees and the Remuneration of Directors of 2022

  1. The decided amount of the Compensation of Employees in cash is NT$ 15,363,043. There are no differences between the amount decided by the Board of Directors and the amount of expense for the compensation accrued in the 2022 financial statements of the Company.
  2. The decided amount of the Remuneration of Directors in cash is NT$ 4,680,000. There are no differences between the amount decided by the Board of Directors and the amount of expense for the Remuneration accrued in the 2022 financial statements of the Company.
  3. The total amount of expense for the Compensation of Employees and the Remuneration of Directors is NT$ 20,043,043.

Report 4 Report on Amendment of the Ethical Corporate Management Best Practice Principles

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In order to comply with the current laws and regulations, the Ethical Corporate Management Best Practice Principles has been amended. Please refer to Appendix 4 for the new edition of the Ethical Corporate Management Best Practice Principles.

Report 5 Report on Amendment of the Procedures for Ethical Management and Guidelines for Conduct

In order to comply with the current laws and regulations, the Procedures for Ethical Management and Guidelines for Conduct has been amended. Please refer to Appendix 5 for the new edition of the Procedures for Ethical Management and Guidelines for Conduct.

4. Proposed Resolutions

Proposal 1

(Proposed by Board of Directors)

Subject: To accept 2022 Business Report and Financial Statements.

Explanation:

  1. CHIN-POON's2022 Financial Statements, including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity, and Statements of Cash Flows, were audited by CPA Lily Lu and CPA Victor Wang of KPMG, who then issued an Audit Report with an Unqualified Opinion with regard to those financial statements.
  2. The aforementioned Financial Statements and 2022 Business Report have been accepted by the Board of Directors and reviewed by the Audit Committee of the Company. (The aforementioned Financial Statements are attached hereto as Appendix I. As to 2022 Business Report, please refer to Report 1.) Please accept the aforementioned Business Report and Financial Statements.

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Resolution:

The total number of shares present at the time of voting on this case was

213,683,599.

Voting Results

% of the Shares Present

Votes in favor:

191,930,365 votes

89.82%

(including 102,552,609 votes)

Votes against:

85,285 votes

0.04%

(including 85,285 votes)

Votes abstained:

21,667,949 votes

10.14%

(including 20,425,949 votes)

Votes invalid:

0 votes

0%

Note Votes in brackets indicated the votes by means of electronic transmission.

The proposalwas approved by a majority of voting shares.

Proposal 2

(Proposed by Board of Directors)

Subject: To approve the Proposal for Distribution of 2022 Profits and Retained

Earning.

Explanation:

1. The following Profit Allocation Proposal has been approved and proposed by the Board of Directors.

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Profit Allocation Proposal

Unit: NT$

Unappropriated Retained Earnings of Previous Years

7,078,391,385

Plus:

- Net Income of 2022

496,590,863

Less:

- Remeasurements of Defined Benefit Plans

16,673,200

Less:

- Reversal of the Special Reserve

266,866,464

Less:

Less:

- 10% Legal Reserve

(51,326,406)

Retained Earnings Available for Distribution as of December 31, 2022

7,807,195,506

Distribution Item:

- Cash Dividends to Common Share Holders (NT$ 0.85 per share)

337,871,107

Unappropriated Retained Earnings

7,469,324,399

Chairperson

Chief Executive Officer

Principal Accounting Officer

2. We have deducted from the profits in 2022 the legal reserve according to applicable laws. Then it is proposed that each common share holder will be entitled to receive a cash dividend of NT$ 0.85 per share. (The total amount of dividend for each shareholder will be rounded down to an integer. And the fractional amount less than one dollar should be recorded as other income of

the Company.)

3.1 The total number of common shares outstanding is subject to change and the ultimate cash dividend to be distributed to each common share will be adjusted accordingly if the Company subsequently repurchase its common shares, or transfers and retires treasury stocks, or executes conversion of convertible bonds to stocks etc. It is proposed that the Board of Directors be

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Attachments

Disclaimer

Chin-Poon Industrial Co. Ltd. published this content on 06 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 July 2023 08:20:03 UTC.