CTCI : Minutes of 2023 Annual General Meeting of Shareholders

CTCI 2023 Annual General Shareholders' Meeting

Minutes of 2023 Annual General Shareholders' Meeting of

CTCI Corporation

(Translation)

(This 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.)

Time and Date of Meeting: 9:00 a.m., Wednesday, May 31, 2023

Place of Meeting: No. 127, Sec.7, Zhongshan N. Rd., Taipei, International Conference Hall , Mellow Fields Hotel

Meeting Type: Physical meeting

Total outstanding shares of CTCI (excluding 1,337,941 non-voting shares stipulated in Article 179 of the Company Act): 800,531,445 shares

Total shares represented by shareholders present: 533,620,208 shares

Percentage of shares held by shareholders present: 66.65 % Director attendees:

Michael Yang (Chairman), John Yu (Director), Paul Chen (Director), Wenent Pan (Director),

Jack Huang (Independent Director, the Convener of Audit Committee), Yen-Shiang Shih (Independent Director),

Frank Fan (Independent Director),

Evon Chen (Independent Director) Attendees:

Todd Chen (President), Eric Tsai (Attorney-at-law),Yi-Fan Lin (CPA)

Chairman: Michael Yang, the Chairman of the Board of Directors

Recorder: Karen Cheng

The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.

Chairman's Address (Omitted)

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CTCI 2023 Annual General Shareholders' Meeting

1.Report Items

1. Business Report of 2022. (Please refer to Attachment 1)
2. Audit Committee's Review Report of 2022. (Please refer to Attachment 5)
3. The Directors' and Employees' Remuneration of 2022. (Please refer to Attachment 6)
4. Distribution of cash dividends from profits in 2022. (Please refer to Attachment 7)
5. As at 2022/12/31, the aggregate amount of guarantees provided by the Company was TWD 79,694.865 million and the highest amount for a single enterprise was TWD 22,583.303 million which are all under its respective ceiling. (Please refer to Attachment 8)
6. Report on the issuance of unsecured ordinary corporate bonds. (Please refer to Attachment 9)

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Voting Results*

CTCI 2023 Annual General Shareholders' Meeting

2.Ratification Items

(1) To ratify 2022 Business Report and Financial Statements. (Proposed by the Board of Directors)

Explanatory Notes:

The Company's 2022 Financial Statements (including 2022 consolidated financial statements and 2022 parent company only financial statements) were audited and certified by Mr. Weng, Shih-Jung and Mr. Lin, Yi-Fan, the CPA of PricewaterhouseCoopers.

The above-mentioned documents subsequently examined by Audit Committee pursuant to Article 228 of the Company Act. The Business Report and Financial Statements are hereby submitted for ratification. (Please refer to Attachment 1~3)

Voting Results: Shares represented at the time of voting: 533,596,208 % of the total represented

share present

Votes in favor:	492,899,917 votes		92.37%
	(385,193,929 votes)
Votes against:	111,246 votes	0.02%
	(111,246 votes)
Votes invalid:	0 vote		0.00%
Votes abstained:	40,585,045 votes	7.60%
	(32,772,572 votes)

*including votes casted electronically (numbers in brackets)

RESOLVED, that 2022 Business Report and Financial Statements be and hereby were ratified as submitted.

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Voting Results*

CTCI 2023 Annual General Shareholders' Meeting

(2) To ratify the Company's distribution of 2022 earnings. (Proposed by the Board of Directors)

Explanatory Notes:

The Table for 2022 Earnings Distribution is compiled as follows in accordance with the Company Act and Articles of Incorporation (Please refer to Attachment 4) and has been approved by the Audit Committee and Board of Directors of the Company.

Voting Results: Shares represented at the time of voting: 533,596,208 % of the total represented

share present

Votes in favor:	496,925,334 votes			93.12%
	(389,219,346 votes)
Votes against:	1,571,262 votes	0.29%
	(1,571,262 votes)
Votes invalid:	0 vote			0.00%
Votes abstained:	35,099,612 votes	6.57%
	(27,287,139 votes)

*including votes casted electronically (numbers in brackets)

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

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CTCI 2023 Annual General Shareholders' Meeting

3.Election Item

1. Election of the Company's 16th term Directors. (Proposed by the Board of Directors) Explanatory Notes:
2. 1. The 15th term of the office of Directors will expire on May 27, 2023. To accommodate the shareholders meeting, it is proposed that the term of office of incumbent directors be until the time new directors have been elected and assumed their office.
   2. Pursuant to Article 22 of the "Articles of Incorporation", it is proposed to elect 12 directors (including 4 independent directors) for the 16th term with tenure from May 31, 2023 to May 30, 2026.
   3. The election is in accordance with "Rules Governing the Election of Directors" of the Company.
   4. Pursuant to the "Articles of Incorporation" of the Company, the Directors shall be elected from among the nominees listed in the roster of director candidates. Please refer to Attachment 10 for the relevant information of candidates.

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