Zinwell : Handbook for the 2023 Annual Meeting of Shareholders

Stock code:

2485

Handbook for the 2023

Annual Meeting of

Shareholders

Meeting Time: June 14, 2023

Place: 2, Wen Hua Road, HsinChu Industrial Park, Hsinchu Hsien 303, Taiwan (R.O.C.) (The Company's Hsinchu Plant)

Important Disclaimer

This English-version handbook is a summary translation of the Chinese version and is not an official document of the shareholders meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Table of Contents
One. Meeting Procedure	1
Two. Meeting Agenda	2
Three. Management Presentation (Company Reports)	3
Four. Proposed Resolution	4
Five. Questions and Motions	5
Six. Attachments
I. Business Report 2022	6

1. The Company's independent auditor's report and

	financial statements 2022	9
III. Statement of Earnings Distribution 2022	33
Seven. Appendices
I.	"Rules of Procedure for Shareholders' Meeting"	34
II.	"Articles of Incorporation"	39
III. Number of Shares Held by Individual Directors and
	Whole Directors in the Roster of Shareholders	47

Zinwell Corporation

One. Meeting Procedure

1. Call the Meeting to Order

1. Chairperson Remarks

1. Management Presentation (Company Reports)
   IV. Proposed Resolution

1. Questions and Motions VI. Adjournment

1

Zinwell Corporation

Two. Meeting Agenda Meeting type：physical meeting

1. Time: June 14, 2023 (Tuesday), 9:00AM

1. Place: No. 2, Wenhua Rd., Hsinchu Industrial Park, Hsinchu County (the Company's Hsinchu Plant)

1. Call the Meeting to Order IV. Chairperson Remarks

1. Management Presentation (Company Reports)
2. 1. Business Report 2022.
   2. Audit Committee's Review Report on the Financial Statements 2022.
   3. Report on distribution of 2022 employee remuneration and director remuneration.
   4. The status in the Company's making of endorsements and guarantees until December 31, 2022.

VI. Proposed Resolution

1. Financial statements 2022.
2. Statement of Earnings Distribution 2022.

VII. Questions and Motions

VIII. Adjournment

2

Three. Management Presentation (Company Reports)

1. Business Report 2022.

Explanation: For the business report 2022, please refer to Attachment 1 on Page 6 herein.

1. Audit Committee's Review Report on the Financial Statements 2022.

Zinwell Corporation

Audit Committee's Review Report

The Board of Directors prepares the Company's 2022 business report, financial statements (including parent company only and consolidated financial statements) and Statement of Earnings Distribution. Among them, the financial statements have already been audited by Yi-Chang Liang, CPA and Ya-Fang Wen, CPA of PwC Taiwan appointed by the Board of Directors. Said CPAs also issued an audit report accordingly. We have reviewed said business report, financial statements and Statement of Earnings Distribution and consider that they should comply with relevant statutes or regulations in all respects. Therefore, we issue this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your review.

Best Regards,

General Shareholders' Meeting 2023

Zinwell Corporation

Convener of Audit Committee: Ming-Yo Huang

March 08, 2023

3