104 - AGM Information 2022 | FinancialReports.eu

104 Corporation Table of Contents

Meeting Procedure ................................................................................................................................... 1 Meeting Agenda ....................................................................................................................................... 3 I.Matters for Report ................................................................................................................................ 5 1.The 2021 Business Report. ............................................................................................................... 5 2.The 2021 Audit Committee’s Review Report. ................................................................................ 5 3.The Report of the 2021 Employees, Directors and Supervisors’ Compensation. ....................... 5 II. Matters for Ratification .................................................................................................................... 5 1.Adoption of the 2021 Business Report and Financial Statements. ............................................... 5 2.Adoption of the Proposal for Distribution of 2021 Earnings. ....................................................... 5 III. Matters for Discussion....................................................................................................................... 6 1.Amendment to the Company’s “Procedure for Acquisition and Disposal of Assets”. ................ 6 IV. Extemporary Motions ....................................................................................................................... 6 V. Adjournment ...................................................................................................................................... 6 Attachment ............................................................................................................................................... 7 Attachment 1: 2021 Business Report ................................................................................................. 8 Attachment 2: Audit Committee’s Review Report ......................................................................... 17 Attachment 3: Independent Auditors’ Report and Financial Statements .................................... 18 Attachment 4: Earnings Distribution Proposal .............................................................................. 34 Attachment 5: Comparison Table of the “Procedure for Acquisition and Disposal of Assets” Amendments .................................................................................................................................... 35 Appendix ................................................................................................................................................. 44 Appendix 1: Rules and Procedures of Shareholders’ Meetings ..................................................... 45 Appendix 2: Articles of Incorporation ............................................................................................. 48 Appendix 3: Procedure for Acquisition and Disposal of Assets (Before Amendments) .............. 54 Appendix 4: Shareholdings of Directors .......................................................................................... 69

Meeting Procedure

104 Corporation

2022 Annual Shareholders’ Meeting Procedure

I. Call Meeting to Order
II. Chairman’s Address
III. Matters for Report
IV. Matters for Ratification
V. Matters for Discussion
VI. Extemporary Motions
VII. Adjournment

Meeting Agenda

104 Corporation

2021 Annual Shareholders ’ Meeting Agenda

Meeting Type ： Physical Annual Shareholders’ Meeting

Time ： 9:00 a.m., May 26, 2022

Place ： 104 Corporation Headquarters

(3F, No.119 BaoZhong Rd., Xindian Dist., New Taipei City, Taiwan, (R.O.C.))
I. Call Meeting to Order
II. Chairman’s Address
III. Matters for Report
The 2021 Business Report.
The 2021 Audit Committee’s Review Report.
The Report of the 2021 Employees, Directors and Supervisors’ Compensation.
IV. Matters for Ratification
Adoption of the 2021 Business Report and Financial Statements.
Adoption of the Proposal for Distribution of 2021 Earnings.
V. Matters for Discussion
Amendment to the Company’s “Procedure for Acquisition and Disposal of Assets”.
VI. Extemporary Motion
VII. Adjournment

I. Matters for Report

1. The 2021 Business Report.

Explanatory Notes ：

For the Company’s 2021 Business Report, please refer to attachment 1 on Pages 8 to 16.

2. The 2021 Audit Committee’s Review Report.

Explanatory Notes ：

For the Audit Committee’s Review Report, please refer to attachment 2 on Page 17.

3. The Report of the 2021 Employees, Directors and Supervisors’ Compensation. Explanatory Notes ：

(1) Pursuant to Article 25 of the Company’s “Articles of Incorporation”.
(2) Income before tax excluding employees, Directors and Supervisors’ compensation in 2021 is NT$454,666,724. Based on the resolution of the Board of Directors, cash will be distributed to the employees, Directors and Supervisors’ compensation are NT$37,510,005 and NT$9,093,334, respectively. There is no difference between the above resolution and those recognized in the financial statements.

II. Matters for Ratification

1. Adoption of the 2021 Business Report and Financial Statements. (Proposed by the Board of Directors)

Explanatory Notes ：

(1) The Company’s 2021 financial statements have been approved by the Board of Directors and audited by KPMG.
(2) Please refer to attachment 1 on Pages 8 to 16 and attachment 3 on Pages 18 to 33.

Resolution ：

2. Adoption of the Proposal for Distribution of 2021 Earnings. (Proposed by the Board of Directors)

Explanatory Notes ：

(1) The Company’s net income after tax in 2021 is NT$370,435,935. For the Earnings Distribution Proposal, please refer to attachment 4 on Page 34.
(2) Article 66-9 of the Income Tax Act is applicable to the calculation of the earnings distribution proposal mentioned in the preceding paragraph. The 2021 earnings will be distributed first. If such earnings are insufficient, the earnings for the past years will be distributed in sequence.
(3) The proposal is to distribute a cash dividend of NT$11.16 per share, totaling NT$370,435,935. After the proposal is approved by the annual shareholders’ meeting, the Board of Directors authorized to determine the ex-dividend date. Cash dividends shall be based on the distribution ratio and rounded down to the integer. Fractional dividend amounts that are less than NT$1 shall be summed up and recognized as other income of the Company. In case the number of the Company’s outstanding shares is affected from changes to the laws or other matters which may lead to the changes in the shareholder dividend ratio, it is proposed to the shareholder’s meeting to authorize the Board of Directors to adjust it.

Resolution ：

III. Matters for Discussion

1. Amendment to the Company’s “Procedure for Acquisition and Disposal of Assets”. (Proposed by the Board of Directors)

Explanatory Notes ：

In accordance with the No. 1110380465 issued by the Financial Supervisory Commission on January 28, 2022, the proposal is to amend partial provisions of the Company’s “Procedure for Acquisition and Disposal of Assets”. For the comparison table of the amendments, please refer to attachment 5 on Pages 35 to 43.

Resolution ：

IV. Extemporary Motions

V. Adjournment

Attachment

Attachment 1: 2021 Business Report

104 Corporation Business Report

I. 2021 Business Report

1. Achievements of the implementation of the operational plan

In order to implement the three major missions of management, i.e. "commitment to career matchmaking, commitment to the elderly, and commitment to children", in 2021, 104 focused on developing the following service models:

(1) Career Mission

1. Job/talent searching services: Job market in 2021 was expected to be a year in which enterprises would be enthusiastic in recruiting talents whereas the job seekers tended to be relatively passive in job searching. On the enterprise recruitment side, the average number of monthly job opportunities has increased by more than 26% year to year. Even in June, when the COVID-19 pandemic had the most serious impact, the number of job opportunities has increased by nearly 18% year to year. On the job seeking side, the average monthly number of job seekers has slightly decreased year to year, and there was a relatively large decrease in the number of job seekers during the level-3 alert period of the COVID-19 pandemic in June. According to the research done by 104, 31% of fresh graduates and more than 50% of student workers have suspended their job searching due to concerns about the COVID-19 pandemic situation. Overall, the job market has clearly recovered in 2021, but the momentum on the job searching side has not been able to keep up, and the supply and demand of job seekers remained imbalanced, making it relatively difficult for enterprises to recruit, which is contrary to the situation in the previous year.

In response to the dramatic fluctuations and imbalance of supply and demand in the job market caused by the COVID-19 pandemic for two consecutive years, 104 continued to enhance the efficiency of the platform and improve the product experience, including optimizing the job recommendation and ranking algorithms, strengthening the real-time communication between enterprises and job seekers, continuously optimizing the flexible resume format and guidance for filing out resumes, and introducing resume to lower the entry barrier for job seekers. This led the platform to achieve a year to year growth of nearly 13% in the number of matchmaking in 2021. During the level-3 alert period of the COVID-19 pandemic, many enterprises switched to the video interview service provided by 104 to maintain their talent recruitment momentum. To help many job seekers alleviate their concerns about the impact of the COVID-19 pandemic, 104 has set up the work from home and part-time work from home job search area to guide job seekers to look for work from home opportunities and continued to promote matchmaking services for job/talent searching. 104 has also launched 10 tips for job seekers and enterprises to combat the pandemic in job searching/workplace, and Must-know for HR respectively: important information package of the COVID-19 pandemic, along with the remote interviewing skills, labor rights, and other helpful resources. Through extensive publicity by APP announcements, member e-newsletters, and Instagram and Facebook communities, 104 has continuously helped the public in job searching.

2. Educational services for career development: In 2021, 104 Learning Wizard (Nabi) has continued to optimize its personal and job alignment and skills learning services, including refining the analysis of job categories and resume alignment in different industries, and combing more external to provide workers with the skills training content they need to strengthen, helping users to understand the gap between their qualifications and the needs of enterprises, and to

improve their abilities through the quality learning resources provided by the platform. By combining the enterprise and expert-specific question modules provided in 104 Career Clinic Q&A, 104 has created a more user-oriented and interactive professional Q&A community by continuously inviting experienced seniors in various fields to answer professional and career questions for their juniors to enhance their competitiveness. As of the end of 2021, over 10,000 questions have been answered by these experienced seniors. Career Content Service Workplace Skills in 2021 has accumulated more than 3,500 quality articles. In addition to articles, 104 has added a new module of 104 big data research, which not only provided students, workers and corporate human resources staff with rich and diversified knowledge, but also allowed users to learn about different development data such as industry, job category, salary and department. In 2021, 104 Learning Wizard (Nabi), 104 Career Clinic, Workplace Skills and other career learning services for continuous development have continuous growth in terms of user numbers and satisfaction.

3. Be A Giver service: 104 World of Work, Resume Clinic, Career Clinic, Career Academy, Learning Wizard (Nabi), and other service platforms have roped in more than 8,000 Givers. Through full-time operation Giver team, 104 gave better interaction and feedback to these Givers who shared their knowledge and provide career counseling assistance on a voluntary and pro bono basis. In 2021, 41 events were held, with a total of 1,017 participants and an average satisfaction rate of 92%. Under the circular benefits, Givers are not only willing to actively share and promote the concept of "Be A Giver", but also expand from the original single service to cross-platform career assistance, establish their personal social responsibility image, and bring mutual assistance and positiveness to the workplace.

4. HR management system and assessment services : In addition to sharing professional knowledge and practical experience with enterprises, 104 HR Academy integrated professional consulting and information technology to provide enterprises with the best solutions from the perspective of integrating resources, including a series of e-information systems, management consulting tools, talent appraisal and functional development courses exclusively for HR units and enterprises. In terms of the human resource management system, eHRMS integrated the needs of the leading enterprises in various industries, and used flexible parameter settings to meet the complex needs of the enterprises’ leave and salary calculations, established a selfservice platform for HR, and provided education and training modules, resource management modules, and welfare subsidy modules, to offer a comprehensive human resources management system for the human resources department. In addition, the human resource cloud management platform HR Portal is a one-stop work management platform developed specifically for small and medium enterprises, allowing them to have the HR management resources of a large enterprise to reduce the cumbersome personnel operations and reduce the error rate of operations. As of the end of 2021, there were more than 3,000 users.

5. Executive Recruiting service: In 2021, due to the impact of the COVID-19 pandemic and government regulations, there were more variants arising from the external environment in the industry, and enterprises in both technology and consumer industries were relatively slow in recruitment. However, results in the fourth quarter have gradually returned to normal and surpassed the same period of the previous year. It is expected that if the COVID-19 pandemic is under control in 2022, enterprise operations will gradually return to normal and the executive recruiting service will perform normally.

(2) Elderly Mission

1. Senior care bank platform: 104 continues to take care of the dignity of disabled elderly through coach caregiver service. In 2021, 15 coach caregivers were trained to serve 62 caregiving families across Taiwan, with an accumulated total of 3,274 hours, so the caregiving style of maintaining independence and dignity would be extended, sharing the hardships of caregivers and teaching them the correct caregiving style. In addition, 104 was also screening quality caregivers to provide daily care for disabled elderly. By 2021, there were 62 caregivers serving

12 caregiving families across Taiwan with an accumulated total of 210 hours, allowing caregivers to get some resting time to achieve care balance.

In spite of promoting the concept of self-supporting through actual services, 104 also adopts a rigorous certification mechanism for care service providers and caregivers to learn the essence of self-reliant care and continuously applies it in the real world. In 2021, 36 care service providers and 63 caregivers have been certified in self-supporting care. Through these forwardlooking and high-quality agencies and caregivers, the seeds of self-supporting care are being planted with the hope that in the future, self-supporting care will be the only designated form of care for families.

2. Job bank for the middle-aged: Continuing the core concept of self-supporting care, 104 has expanded its service scope to convey to the middle-aged workers that continuous working is the starting point of self-supporting care, and that middle-aged workers need a sense of existence and accomplishment, and continuous working is the healthiest way to prevent aging. Therefore, in September 2021, 104 launched the storefront talent selection program, which includes resume review, selection training course (attitude and ability), and video interviews. After a rigorous selection process, 13 talents in the retail category were selected in 2021 and served well-known chain companies accordingly. After a season of hard work, 104 has gained the recognition of many leading companies and strengthened the process of developing the rigorous talent selection program.

3. Exclusive Platform for seniors: According to the Ministry of the Interior, the total population in 2021 was 23,375,314, a decrease of 185,000 from the previous year and the population of Taiwan has been growing negatively for two consecutive years. There were 153,820 newborns and 183,732 deaths in the year. This is the inevitable result of Taiwan’s long-term decline in birth rates and the transition from an aging society to an ultra-aging society. In terms of the overall economy, the dependency ratio will deteriorate, and in terms of industry, business opportunities for the elderly will increase while those for infants and children will decrease. In terms of the labor force, Taiwan’s labor force is changing in a skewed manner, and the average age of the labor force will get older and older, thus there will definitely not be enough young talent in Taiwan in the future. So to keep the industry competitive, the middle- and senior-aged group is a possible resource that can be used, but if it is truly to be treated as another demographic dividend, there must be a supporting approach before it will change.

104 Senior, a program that allows retirees to utilize their abilities and experience, has been well recognized in the marketplace since its launch, and with the introduction of matchmaking and search functions and mechanisms, as well as an increased diversion from 104 Job Bank, the program has accumulated approximately 360 retirees, performed over 6,500 senior services and had over 41,000 fee-for-service users in 2021 in various forms of independent work of tour guiding, learning, life and consulting services. Due to the prolonged outbreak of the COVID-19 pandemic, the number of services proved by the 104 Senior with physical contact has decreased by 20 to 25% compared to the previous year in terms of service availability and traffic. However, as the outbreak is gradually under control, and some services can be used online, the usage has gradually returned to previous levels.

(3) Children Mission

1. 104 World of Work: To help children explore their talents and find their learning direction, World of Work has assisted 22,963 children and teenagers in 2021 to explore careers and disciplines that fit their talents using the self-exploration tools on the platform, career profiles from various industry, and Q&A from the Giver volunteers on career issues. In 2021, 200 Giver volunteers entered 103 middle and high schools to share career opportunities and stories with 8,551 students in 307 classes. In addition, in response to the curriculum of the 12-Year Basic Education, World of Work has designed a series of physical workshops, online workshops, and seminars on self-exploration and major exploration, assisting nearly 3,000 high school students from Zhong Lun Senior High School, New Taipei Municipal San Chong High School, National

Chao Chou Senior High School and the Affiliated Senior High School of National Kaohsiung Normal University in exploring appropriate learning development directions. In the same year, 104 also launched an analysis that combines the academic test/unified test scores, interest exploration, department exploration, and graduation pathway, and cooperated with the National Cheng Kung University Department Fair to help 21,626 senior students choose the right college department for their aptitude and talent.

2. Career Academy : In order to train university students to be employable and to advocate the importance of internship education, 104 has created the TOP course of career academy, which works with enterprises to conduct career exploration, professional skills, general skills and job hunting skills through 18 courses in the form of credit classes during the semester, so students can gradually develop their abilities. Students are given proof of their learning and potential in interviews for internship positions. Until now, 104 has cooperated with National Kaohsiung University, National Sun Yat-sen University, National Taipei University of Education, and National Central University, and a total of 1,365 students have participated in TOP courses and workshops.

2. Financial Performance

The consolidated revenue for 2021 was NT$1,850,979 thousand, an increase of 13% from the consolidated revenue of NT$1,634,481 thousand for 2020, mainly due to the growth in revenue from Job Bank and HR management services. The consolidated operating income for 2021 was NT$395,074 thousand, an increase of 38% from the consolidated operating income of NT$287,265 thousand for 2020. The consolidated net income for 2021 was NT$367,248 thousand, an increase of 43% from the consolidated net income of NT$256,170 thousand for 2020.

Unit: NT$1,000

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Consolidated Income Statement 2021 2020
Operating revenue 1,850,979 1,634,481
Operating income 395,074 287,265
Net income before tax 407,015 302,513
Income tax expense 39,767 46,343
Net income 367,248 256,170
Return on assets (%) 13 10
Return on shareholders’ equity (%) 24 17
Pre-tax income to paid-in capital (%) 123 91
Net margin (%) 20 16
Basic EPS (after Tax) (NT$) 11.16 7.80
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3. Research and Development Results

The successful technologies or products developed in 2021 include:

(1) Job/talent searching services:
Resume: 104 has lowered the entry barrier for job seekers, accelerated the job search process, helped expand the scale of the platform's talent supply by guiding the filling of the fields.
New version of BC communication: The live chat room service allows recruiting companies and job seekers to talk and contact each other online in real time to speed up the confirmation of both parties' wishes and clarification of problems. It also combines with video interviewing, which allows recruiting companies and job seekers to save each other's transportation and waiting time, thus enhancing recruitment and job seeking efficiency. It also allows recruiting

enterprises and job seekers to arrange face-to-face interviews more securely and safely during the pandemic.

New version of advertising management platform: The new platform includes functions such as ad file management, material management, exposure control, process management, and data reporting, which greatly improve internal operation efficiency and promote the growth of the advertising business.
Talent market insight report: 104 provides customers with tools to quantitatively analyze the talent market, including talent profile analysis, competitor analysis, salary reports, talent management effectiveness, supply and demand reports, and other information to help customers understand the current state of the talent market, analyzes the talent profile to set the appropriate contact method and design the appropriate material, understands the competitor profile, and develops the appropriate recruitment strategy to seize the opportunity.
AI simulation interview tool: AI technology is used to analyze the video data of the user's interview answers and provide the user with the opportunity to review his or her own performance and invite others to evaluate his or her own interview practice performance in order to achieve the best interview practice results for the user.
Customer demand forecasts: By extensively integrating the past activities and transaction records of enterprise customers in 104 related service platforms, 104 has built the best enterprise customer demand model through various statistical and machine learning models to predict enterprise customer demand and provide services.
Real-time data generation system: Searching real-time statistical data for numerical fields and finding the maximum value/minimum value/plural/cluster/PR analysis of numerical data, which greatly improves the efficiency of numerical data calculation and analysis and helps the research and development of related products and service applications.
AI customer service chatbot: With natural language understanding as the core technology, 104 has built a real-time interactive AI text-based customer service chatbot platform and trained with the current common human resources-related problems from enterprise to improve the maturity and understanding of AI customer service, expecting to bring customers a 24/7 online support experience in real-time.

(2) Educational services for career development:

Expert designated responses and enterprise on-site mechanism: The establishment of an independent interactive module for experts and an enterprise on-site module allows members who need to seek expert answers to their career questions to seek a Giver that better suits their needs. Through more specific experts and companies as the target, the questioner can get more accurate and satisfactory answers and more people are willing to seek Giver's assistance.
Cross-product content linking learning content mechanism: Through the application of the tagging system in different products and the establishment of the career service middle platform, articles of Workplace Skills, Q&A contents of career clinic, videos of Learning Wizard and articles from experts can be presented to the users in the Learning Wizard's learning channel. Through the establishment of the linking mechanism and career service middle platform, the aggregation of learning resources can be improved in both variety and efficiency.
Career content personalization recommendation system 2.0: 104 has built a deep user behavior analysis system, combined with natural language processing AI technology to build a hybrid personalized preference recommendation module. Through the AI recommendation system, 104 can target the preferences of career clinic users in the website and the collective preferences of the content, and make automatic content recommendations and select the appropriate algorithm automatically with the feedback of users' operation behavior. This ensures that users are automatically provided with optimized content after entering the website.
User participation and interaction mechanism: By establishing a voting mechanism for Workplace Skills issues, users can participate in voting and express their opinions through the

initiation of issues, so that the content of Workplace Skills can be upgraded from just reading to mutual interactions, and through the article content and voting mechanism, users can get more information from different directions online to meet their expectations for knowledge, and bring more objective information value and improve user viscosity for Workplace Skills.

Intelligent online learning space, automatic composition of learning components: In the past, online learning can be broadly categorized into two types: content provision and functional platforms, with the latter focusing on learning experience recording and learning sharing. 104 Learning Wizard was developed on the premise of satisfying both the content provision and learning function platform, especially in the part of learning function, in addition to developing two functions of skill level test and learning Q&A exchange, it can also support history (e.g. 104 personal brand), learning sharing (e.g. 104 classroom), content integration (e.g. 104 Career Clinic Q&A and workplace articles) scattered in 104 main website. Through AI technology, when a user clicks on a relevant skill in the 104 Learning Wizard, it will trigger intelligent automatic composition technology to automatically combine the above-mentioned functions that can support the user and create an online learning space that suits the user.
Skill name disambiguation and similar term recognition techniques and learning resource search applications: By using AI semantic recognition technology to analyze the needs of companies seeking talents, and based on more than 120,000 industries, job categories and talent specifications from 104 Job Bank, 104 has used AI semantic recognition technology to extract tens of thousands of meaningful skill descriptions from the job descriptions of these companies. Through word disassembly and reassembling techniques, these words are brought into the web crawler to search for learning resources (including videos, articles, and other web-related content) related to those words, with the aim of increasing the number and accuracy of the search by the web crawler.
(3) World of Work: For senior high school students, 104 has developed a combination of GSAT/TCTE scores, interest exploration, major exploration, and graduation pathway analysis. Students are allowed to use a risk-based assessment to determine whether their scores on GSAT/AST meet the admission criteria for university departments, and a career interest test to explore areas of study that fit their personal passions. In addition, with the 104 Education and Career Maps, students can understand the graduation pathways they want to pursue. 104 has also compiled the official websites of all university departments in Taiwan, the selection criteria, and the introduction websites of each department, such as ColleGo, which introduces the study contents and selection criteria of each department, and IOH, which introduces the admissions pipeline of each department, and the personal experience platform where seniors share the study contents of their departments, so that senior students can study the departments they intend to apply or choose to study, and prepare the application documents and interviews.
(4) Optimization of human resources management integration services:
By completing the HR Diagnostic Report page, all customers can access the HR Market to check the data of three indicators, such as personality fit, functional potential and employee satisfaction, so customers can understand the diagnostic content, talent quality and management environment, and enhance the recruitment advantage and competitiveness of customers by improving these three indicators.
104 has integrated HR management, assessment center, employee satisfaction, and salary survey system into HR management platform, helping customers to effectively utilize system tools to complete various HR management links.

(5) Optimized HR Portal - Assessment Center:

By optimizing The Personality Inventory, enterprises can quickly and accurately determine the personality and functional suitability of candidates or employees in the VIP recruitment management system, which can be used as a reference for recruitment interviews or talent development.

By optimizing the self-built normative module, 104 can help enterprises to effectively predict the performance or the retention rate of candidates and employees through accurate comparison.
(6) Launch of Human Resources Market: The Human Resources Market is now launched, offering a wide selection of training courses, system tools, and consulting services, as well as recommending the most appropriate solutions based on the personality fit, functional potential, as well as employee satisfaction of the enterprise. In addition, course providers can also create a new training ecosystem by offering courses on their own site and then providing services to more corporate users after review.
(7) Mid-to-high-end job farm and enterprise talent pool business model: It provides enterprises with the required talent pool for executive positions and key positions. Through posting without time limitation and online interactive modules, enterprises can lay out their key talent pool in advance. 104 provides better services for middle and high level talents and talents with key skills, allowing talents to follow interested enterprises and job positions, and through long-term tracking and interaction between enterprises and talents, they can make follow-up reserve planning after understanding each other better. The design of enterprise and talent concern and reserve operation allows enterprise recruiters to play the role of employer brand management and the role of a headhunter in the enterprise, and then pro-actively initiate invitations for potential talents to bring more perfect preparation for the enterprise's future talent layout, while talents can also carry out reserve work planning for future career development in advance on this mechanism, and experience a high-quality career layout experience similar to that of a high-level headhunter in a passive way on the platform. Through the operation of AI career consultant, it can also calculate the degree of job matching and cultural fit of the company's talent reserve, and provide a single judgment indicator - charisma index and charisma report for talents and companies, so that 104's AI big data computing capability can help improve the efficiency of matchmaking. Through the establishment of the new business model, 104 hopes to eliminate the breakpoint between job seeking and talent seeking in the future.
(8) Middle-aged Job Bank services: In 2021, the following product development was completed:
Senior 50[+] Job Search Service (job seeker service)
Senior 50[+] Join Rigorous Talent Service (job seeker service)
Senior 50[+] Talent Search Service (enterprise services)
(9) Exclusive platform for seniors: As a third-party matching platform, 104 Senior provides different forms of services including tour guiding, learning, life, and consulting. Among them, the consulting service, after evaluation, is different from other forms of services due to its usage process and context. Therefore, in 2021, the functions and services such as senior consulting and member center were turned into a separate 104 Senior consulting platform, and then channeled to consulting services through the main 104 Senior website. In addition, since most of the categories of personal consultation are career consultation and resume interviewing, which are highly related to 104 Job Bank's related services, many channels have been established from 104 Job Bank to 104 Senior, and the existing senior platform (including consulting platform) has been continuously improved in terms of matching effect and search accuracy, and user conversion rate has been improved, together with user behavior analysis, so that users can find the required services and providers more quickly.

II. The Company’s Development Strategies and Future Prospects

1. The Company’s Development Strategies

104 Job Bank will continue to expand the scale of platform supply and demand, strengthen the efficiency of platform matching and enhance product experience, and build and maintain long-term competitiveness in the growth of new R&D products, strengthening information security/privacy/legal compliance, improving internal productivity and operational efficiency, and

expanding AI and data applications. In terms of expanding the scale of supply and demand on the platform, 104 continues to increase the market penetration rate and reuse willingness of various user groups on the job-seeking and talent-seeking end. In terms of strengthening platform matching efficiency, 104 continues to optimize intelligent search sorting and personalized recommendation technology to enhance the effect of job seeking and talent seeking, making it easier for job-seeking companies and job seekers to complete matching combinations. In terms of improving the experience of using products and services,104 continues to optimize product functions and services to enhance user satisfaction. In terms of new R&D product growth, including employer branding and talent market insight reports, reserving elite talent, and Tanji, 104 continues to improve the number of active users and product performance to lay the foundation for future new product business models. The integration of career products such as Learning Wizard, Career Clinic, and Workplace Skills makes it easier for users to get complete help during the experience, drives the growth of active users, and promotes the good cycle of the product community. The Resume Clinic continues to increase the number and frequency of successful visits, expanding the impact of help. World of Work and Career Academy continue to increase the number of students participating. The volunteer community of Be A Giver has become the single entry point for Giver services and continues to increase the number of Givers. The Company's reviews continue to improve the number of reviews that pass the audit. In terms of strengthening information security/privacy/compliance, 104 reduces the number of accounts that are not reasonably used and fulfills our obligations to prevent customers from violating the Employment Service Act, the Act Governing Relations between the People of the Taiwan Area and the Mainland Area, and other relevant laws and regulations without understanding them.

As the application of big data becomes more popular, many foreign companies have used big data analysis technology in their human resource management strategies. Through the analysis, description, interpretation and prediction of data such as the evaluation system, it helps HR to select suitable talents more objectively and accurately. In the future, 104 will continue to develop products and services related to selection, staffing, development and retention in the HR system, such as training and development, performance management, welfare and assessment center services, etc. 104 hopes to integrate the resources of each system to provide customers with more complete and immediate best HR practices.

In terms of executive recruiting services, 104 will focus on the southward shift of industries and the development of the ASEAN market by Taiwanese companies, so 104 will expand the development of the ASEAN and southern executive recruiting markets to increase our sales momentum. In addition, the technology industry is connected to the global market, and under the trend of new technologies such as AI, 5G, electric vehicles, and metaverse, enterprises will have a large demand for engineering and R&D talents, which is an area where executive recruiting services can be invested. In the era of talent scarcity, tailor-made, fast and accurate executive recruiting services will create opportunities for enterprises and candidates to cooperate and expand revenue. In addition, by the first quarter of 2022, we have completed the revamp of the executive recruiting website and add the function of detailed job classification and automatic system screening to enhance the accuracy of talent acquisition and optimize the performance of matchmaking. In terms of improving the performance of consultants, we plan to establish a consultant management platform and a consultant cooperation platform, and use the power of the system platform to strengthen the efficiency of consultant execution and to promote the chances of success of executive recruiting cases to meet the needs of clients and candidates.

In 2022, Middle-aged Job Bank will focus on three strategic directions, including helping companies be more proactive in hiring seniors, helping seniors be seen by companies to hire and develop new value models for 50[+] Seniors. Through the three strategic directions, we aim to rebuild society's perception of the middle-aged as useful and non-discriminatory, to reverse the perception of the middle-aged as a social burden, to turn the middle-aged into a demographic dividend to fill the labor shortage, and to increase the labor force participation rate of the middle-aged in Taiwan.

A survey of the Ministry of Labor has indicated that only 20% of companies are willing to hire middle-aged workers, and 80% of companies have rejected middle-aged and senior-aged from the

bottom of their hearts. At the same time, the labor force participation rate in Taiwan at the age of 65 is only 8%, which is much lower than the 34% in Korea. If young people are the gold mine, then 104 hopes to take the middle-aged and senior-aged manpower as the silver mine to solve the problem of manpower shortage in Taiwan. Seniors provide consulting services, which allow seniors with rich management and professional experience to use their past experience to assist workers or job seekers in solving their career or work problems through the Career Clinic or Exclusive Platform for Seniors and by appointment, as well as to assist enterprises in guiding the difficulties and bottlenecks encountered in the development of enterprises or organizations. Exclusive Platform for Seniors offering guided tours and classes that provide seniors with a wealth of local knowledge and a variety of talents and skills to pass on their knowledge and skills. Participants are of all ages, including generations in their 20s and 60s, and through the guided tours, participants are taken to all corners of Taiwan, "so more and more people will want to visit the place and become attached to the land". In addition to the old way of guided tours, 104 has started to plan, evaluate and try to increase the number of guided tours that are mainly sensual and intellectual. Through the courses, a variety of techniques and skills, enriching life experiences and more interpersonal communication, the participants can see the value of seniors' experiences.

2. Future Prospects

In recent years, the unemployment problem has become increasingly serious due to the COVID19 pandemic, skills and jobs mismatch, and aging problem. But at the same time, due to magnetizing effect of a decline in birth rates, new technology wave and high-tech industries, enterprises in Taiwan are facing an unprecedented wave of labor shortage. In response to these social issues, 104 has established the Mid-aged Job Bank to help companies that are willing to hire 50[+] seniors on their own initiative, and to help 50[+] seniors be seen by enterprises as valuable enough to get hired.

In order to solve the skills and jobs mismatch, the Talent Optimization Program of 104 Career Academy collaborates with enterprises and schools to help students explore their careers and develop the professional skills and functions required in the workplace during the semester, and to verify the learning results in the form of final project presentation, so enterprises can witness the learning power and potential of students, provide them with learning certificates, and give them priority in interviewing for internship positions.

In addition, in the face of the global trend of sustainability, 104 has never forgotten to incorporate the spirit of sustainability into its business philosophy and actively respond to ESG-related issues. In the 2020 (7th) Corporate Governance Awards, 104 was awarded the top 5% in the group of market share between 5 to 10 billion, which is a great recognition of 104's long-term efforts in corporate governance. In the 2021 Excellent in Social Responsibility, 104 received the Rookie Award in Little Giant group for the first time, and in the 2021 TCSA Taiwan Corporate Sustainability Awards, 104 also received the Talent Development Leadership Award and the Bronze Medal for the Corporate Sustainability Report Award, fully recognizing 104's efforts and achievements in responding to the sustainability trend with concrete actions.

Looking into the future, the 104 management team will continue to use AI and big data as the basis to meet the career needs of the public in finding jobs, directions and learning. At the same time, 104 provides in-depth services for enterprise clients to solve the talent gap and retention development issues, to increase market share and influence, and to become the leading brand of human resources in the Chinese region, creating maximum value for all stakeholders, and hoping to continue to bring positive changes to society and the environment, and to fulfill our social responsibility.

Chairman: Rocky Yang

General Manager: Rocky Yang

Chief Accountant: Tiffany Lin

Attachment 2: Audit Committee’s Review Report

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2021 Business Report, the Financial Statements (including the Stand-alone & the Consolidated Financial Reports), and the Proposal for Distribution of Earnings.

The aforementioned statements have been reviewed and determined to be correct and accurate by the Audit Committee members of 104 Corporation. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

104 Corporation Chairman of the Audit Committee Sean Lien February 18, 2022

Attachment 3: Independent Auditors' Report and Financial Statements

Independent Auditors’ Report

To the Board of Directors of 104 Corporation:

Opinion

We have audited the financial statements of 104 Corporation ("the Company"), which comprise the balance sheets as of December 31, 2021 and 2020, the statements of comprehensive income, changes in equity and cash flows for the years ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit in accordance with the "Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements taken as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgement, the key audit matters that should be communicated in this audit report are as follows:

Revenue recognition

Please refer to note 4(12) for accounting policy related to revenue recognition, and note 6(13) for the disclosure related to revenue from contracts with customers of the financial statements.

Description of key audit matter:

Revenue recognition is extremely important in preparing the financial statements of the Company, whose operating revenues mainly derive from providing online advertising and consulting services, wherein they are recognized in the following different ways. Additionally, the Company often received its payments in advance after the contracts are signed; therefore, the amount is deferred according to the Company's policy and recognized as revenue once the service is performed. The aforementioned matter is the basis for the Company's management to determine the amount of revenue that can be recognized, therefore, revenue recognition was considered to be one of the key audit matters in our audit.

How the matter was addressed in our audit:

Our audit procedures included:

‧ Assessing and testing the design, as well as the effectiveness of the operating on the control over sales and collection cycle. Selecting appropriate samples and comparing them to relevant documents such as customer order and confirmation of completion order signed by customer to assess whether revenue and deferred revenue have been appropriately recognized.
‧ Performing comparison analysis on operating revenue of the current period to last period and the latest quarter to assess the existence of any significant exceptions, and further identify and analyze the reasons, if there is any significant exception.
‧ Performing test-of-detail on operating revenue to assess the assertions of existence and accuracy, as well as the appropriateness of recognition.
‧ Examining relevant documents of a period before and after the balance sheets date, such as customer order, information reported back from business department, or confirmation of completion of duty executed by customer, and verify the accuracy of the amount recognized as revenue in accordance with the timing of service provided or quantity provided to determine whether the deferred revenue should not be recognized as revenue and whether operating revenue has been appropriately recognized.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investments in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Min-Ju Chao and Chun-Hsiu Kuang.

KPMG

Taipei, Taiwan (Republic of China) February 22, 2022

Note to Readers

The accompanying financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and financial statements, the Chinese version shall prevail.

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

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See accompanying notes to financial statements.

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

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See accompanying notes to financial statements.

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

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See accompanying notes to financial statements.

(English Translation of Financial Statements and Report Originally Issued in Chinese)

104 CORPORATION

Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

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See accompanying notes to financial statements.

Independent Auditors' Report

To the Board of Directors of 104 Corporation:

Opinion

We have audited the consolidated financial statements of 104 Corporation and Subsidiaries ("the Consolidated Company"), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Consolidated Company as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the "Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Consolidated Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements taken as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgement, the key audit matters that should be communicated in this audit report are as follows:

Revenue recognition

Please refer to note 4(12) for accounting policy related to revenue recognition, and note 6(12) for the disclosure related to revenue from contracts with customers of the consolidated financial statements.

Description of key audit matter:

Revenue recognition is extremely important in preparing the financial statements of the Consolidated Company, whose operating revenues mainly derive from providing online advertising and consulting services, wherein they are recognized in the following different ways. Additionally, the Consolidated Company often received its payments in advance after the contracts are signed; therefore, the amount is deferred according to the Consolidated Company's policy and recognized as revenue once the service is performed. The aforementioned matter is the basis for the Consolidated Company's management to determine the amount of revenue that can be recognized, therefore, revenue recognition was considered to be one of the key audit matters in our audit.

How the matter was addressed in our audit:

Our audit procedures included:

‧ Assessing and testing the design, as well as the effectiveness of the operating on the control over sales and collection cycle. Selecting appropriate samples and comparing them to relevant documents such as customer order and confirmation of completion order signed by customer to assess whether revenue and deferred revenue have been appropriately recognized.
‧ Performing comparison analysis on operating revenue of the current period to last period and the latest quarter to assess the existence of any significant exceptions, and further identify and analyze the reasons, if there is any significant exception.
‧ Performing test-of-detail on operating revenue to assess the assertions of existence and accuracy, as well as the appropriateness of recognition.
‧ Examining relevant documents of a period before and after the balance sheets date, such as customer order, information reported back from business department, or confirmation of completion of duty executed by customer, and verify the accuracy of the amount recognized as revenue in accordance with the timing of service provided or quantity provided to determine whether the deferred revenue should not be recognized as revenue and whether operating revenue has been appropriately recognized.

Other Matter

104 Corporation has prepared parent-company-only financial statements as of and for the years ended December 31, 2021 and 2020 and, on which we have expressed an unqualified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Consolidated Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Consolidated Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Consolidated Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

Identify and assess the risks of material misstatement of the consolidated financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Consolidated Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Consolidated Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Consolidated Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Consolidated Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Consolidated Company audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Min-Ju Chao and Chun-Hsiu Kuang.

KPMG

Taipei, Taiwan (Republic of China) February 22, 2022

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See accompanying notes to consolidation financial statements

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See accompanying notes to consolidation financial statements

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See accompanying notes to consolidation financial statements

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See accompanying notes to consolidation financial statements

Attachment 4: Earnings Distribution Proposal

104 Corporation Earnings Distribution Proposal

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Unit ： NT$
Items Amount Note
Unappropriated earnings at beginning of year 93,522,442
Plus:
Remeasurements from defined benefit plans 1,763,547
2021 Net income after tax 370,435,935
Earnings available for distribution 465,721,924
Less:
Special reserve (369,718)
Items of distribution:
Shareholders’ dividends - cash (370,435,935) NT$11.16 per share
Unappropriated earnings at end of year 94,916,271
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Chairman: Rocky Yang General Manager: Rocky Yang Chief Accountant: Tiffany Lin

Attachment 5: Comparison Table of the “Procedure for Acquisition and Disposal of Assets” Amendments

104 Corporation

Comparison Table of the “Procedure for Acquisition and Disposal of Assets” Amendments

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Amended Articles Current Articles Explanation
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Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation

	Article 5 Exclusion of Related Parties Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant’s opinions, attorney’s opinions, or underwriter’s opinions shall meet the following requirements. 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply withthe self-regulatory rules of their respective allied associations andthe following:	Article 5 Exclusion of Related Parties Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant’s opinions, attorney’s opinions, or underwriter’s opinions shall meet the following requirements. 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: 1. Prior to accepting a case, they shallprudentlyassess their own	To amend in accordance with Article 5 of the `“`Regulations Governing

	Amended Articles		Current Articles	Explanation
1. 2. 3. 4.	Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. Whenconductinga case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. They shall undertake an item-by- item evaluation of the appropriatenessand reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used isappropriate andreasonable, and that they have complied with applicable laws and regulations.	2. 3. 4.	professional capabilities, practical experience, and independence. Whenexamininga case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. They shall undertake an item-by- item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate,and that they have complied with applicable laws and regulations.	the Acquisition and Disposal of Assets by Public Companies” (hereinafter referred to as the`“`Regulations”)
Article 9 Appraisal Report for Acquiring or Disposing of Real Property or Equipment In acquiring or disposing of real property, equipment or right-of-use assets thereof which meets the standard for announcement and report, and where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of- use assets thereof held for business use,shall obtain an appraisal report		Article 9 Appraisal Report for Acquiring or Disposing of Real Property or Equipment In acquiring or disposing of real property, equipment or right-of-use assets thereof which meets the standard for announcement and report, and where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of- use assets thereof held for business use,shall obtain an appraisal report

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Amended Articles Current Articles Explanation
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prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation

prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. 2. Where the transaction amount is over NT $1 billion or more, appraisals from two or more professional appraisers shall be obtained. 3. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all of the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (1) The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount. (2) The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. (Subparagraph 4~5 are not amended: omitted)	prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. 2. Where the transaction amount is over NT $1 billion or more, appraisals from two or more professional appraisers shall be obtained. 3. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all of the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (the"ARDF") and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (1) The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount. (2) The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. (Subparagraph 4~5 are not	Todeletethe wording in accordance with Article 9 of the`“`Regulations”

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Amended Articles Current Articles Explanation
amended: omitted)
Article 10 Appraisal report for Article 10 Appraisal report for
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Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation
amended: omitted)
Article 10 Appraisal report for	Article 10 Appraisal report for
Acquisition or Disposal of Securities, intangible assets or right- of-use assets thereof or Memberships 1. In acquiring or disposing of securities, the Company prior to the date of occurrence of the event, shall obtain the issuing company’s most recent audited or reviewed financial statement by a CPA for reference in appraising the transaction price. In the dollar amount of the transaction is 20% of the Company’s paid-in capital or NT $300 million or more, a CPA shall be engaged to provide an opinion regarding the reasonableness of the transaction price before the date of the occurrence of the event. However, this requirement does not apply to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of Financial Supervisory Commission (FSC). 2. Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20% or more of the Company's paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. (Subparagraph 3 is not amended: omitted)	Acquisition or Disposal of Securities, intangible assets or right- of-use assets thereof or Memberships 1. In acquiring or disposing of securities, the Company prior to the date of occurrence of the event, shall obtain the issuing company’s most recent audited or reviewed financial statement by a CPA for reference in appraising the transaction price. In the dollar amount of the transaction is 20% of the Company’s paid-in capital or NT $300 million or more, a CPA shall be engaged to provide an opinion regarding the reasonableness of the transaction price before the date of the occurrence of the event.If an expert’s opinion should be adopted by the CPA, this shall be carried out in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. However, this requirement does not apply to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of Financial Supervisory Commission (FSC). 2. Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20% or more of the Company's paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.	Todeletethe wording in accordance with Article 10 of the`“`Regulations” Todeletethe wording in accordance with Article 10 of the`“`Regulations”

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Amended Articles Current Articles Explanation
(Subparagraph 3 is not amended:
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Article 11 Related Party Article 11 Related Party
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Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation
(Subparagraph 3 is not amended: omitted)
Article 11 Related Party	Article 11 Related Party
transactions (Subparagraph 1~4 are not amended: omitted) 5. Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Subparagraph 2, and the preceding two subparagraphs do not apply: (1) The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift. (2) More than five years will have elapsed from the time the related party signed the contract to obtain the real property or right- of-use assets thereof to the signing date for the current transaction. (3) The real property is acquired through the signing of a joint development contract with the related party or through engaging a related party to build real property, either on the Company's own land or on rented land. (4) The real property right-of-use assets for business use are acquired by theCompany with its subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital. (Subparagraph 6~7 are not amended: omitted) 8. With respect to the types of transactions listed below, when to be conducted between the Company and subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital, the Company shall make arrangements in accordance with the Approval	transactions (Subparagraph 1~4 are not amended: omitted) 5. Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Subparagraph 2, and the preceding two subparagraphs do not apply: (1) The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift. (2) More than five years will have elapsed from the time the related party signed the contract to obtain the real property or right- of-use assets thereof to the signing date for the current transaction. (3) The real property is acquired through the signing of a joint development contract with the related party or through engaging a related party to build real property, either on the Company's own land or on rented land. (4) The real property right-of-use assets for business use are acquired by thepublic company with itsparent orsubsidiaries, or by its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital. (Subparagraph 6~7 are not amended: omitted) 8. With respect to the types of transactions listed below, when to be conducted between the Company andits parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital, the Company shall make arrangements in accordance with	To amend the wording in accordance with practical work

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Amended Articles Current Articles Explanation
Authorization Table and have the the Approval Authorization Table
decisions deliberated by the unit and have the decisions
in charge. Subsequently the deliberated by the unit in charge.
finance unit shall submit the Subsequently the finance unit
relevant data to be ratified by the shall submit the relevant data to
next Board of Directors meeting. be ratified by the next Board of
(1) Acquisition or disposal of Directors meeting.
equipment or right-of-use assets (1) Acquisition or disposal of
thereof held for business use. equipment or right-of-use assets
(2) Acquisition or disposal of real thereof held for business use.
property right-of-use assets held (2) Acquisition or disposal of real
for business use. property right-of-use assets held
If the Company or its subsidiary for business use. To add the wording in
conducts a transaction outlined in accordance with
paragraph 2, and the transaction Article 15 of
amount reaches 10% or more of the the “ Regulations”
Company’s total assets, the
Company shall submit the materials
listed in paragraph 2 to the
shareholders meeting for approval
before it may sign the transaction
contract and make payments.
However, transactions between the
Company and its subsidiaries or
between its subsidiaries shall not be
subject to this provision
Article 11-1 Article 11-1
(Paragraph 1 is not amended: (Paragraph 1 is not amended:
omitted) omitted)
The calculation of the transaction The calculation of the transaction
amounts referred to in Subparagraph amounts referred to in Subparagraph
2 and Paragraph 2 of Article 11 shall 2 of Article 11 shall be made in To amend the wording in
be made in accordance with accordance with Subparagraph 2 of accordance with
Subparagraph 2 of Article 14 herein. Article 14 herein. “Within the Article 15 of
“Within the preceding year” as used preceding year” as used herein the “ Regulations”
herein refers to the year preceding refers to the year preceding the date
the date of occurrence of the current of occurrence of the current
transaction. Items that have been transaction. Items that have been
approved by the audit committee, approved by the audit committee,
and then approved by shareholders and then approved by the Board of
meeting and the Board of Directors Directors need not be counted
need not be counted toward the toward the transaction amount.
transaction amount.
Article 13 Mergers, Demergers, Article 13 Mergers, Demergers,
Acquisitions, or Transfers of Shares Acquisitions, or Transfers of Shares
(Subparagraph 1~3 are not (Subparagraph 1~3 are not
amended: omitted) amended: omitted)
4. If the Company intends to 4. If the Company intends to
participate in a merger, demerger, participate in a merger, demerger,
or acquisition, it shall convene a or acquisition, it shall convene a
Board of Directors meeting and Board of Directors meeting and
shareholder’s meeting on the day shareholder’s meeting on the day
of the transaction to resolve of the transaction to resolve
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Amended Articles Current Articles Explanation matters relevant to the merger, matters relevant to the merger, demerger, or acquisition, unless demerger, or acquisition, unless another act provides otherwise or another act provides otherwise or the FSC is notified in advance of the FSC is notified in advance of extraordinary circumstances and extraordinary circumstances and grants consent. A company grants consent. A company participating in a transfer of participating in a transfer of shares shall call a Board of shares shall call a Board of Directors meeting on the day of Directors meeting on the day of the transaction, unless another the transaction, unless another act provides otherwise or the act provides otherwise or the FSC is notified in advance of FSC is notified in advance of extraordinary circumstances and extraordinary circumstances and grants consent. grants consent. When participating in a merger, When participating in a merger, demerger, acquisition, or transfer demerger, acquisition, or transfer of shares, the Company shall of shares, the Company shall prepare a full written record of prepare a full written record of the following information and the following information and retain it for five years for retain it for five years for reference: reference: (1) Basic identification data for (1) Basic identification data for personnel: Including the personnel: Including the occupational titles, names, and occupational titles, names, and national ID numbers (or passport national ID numbers (or passport numbers in the case of foreign numbers in the case of foreign nationals) of all persons nationals) of all persons involved in the planning or involved in the planning or implementation of any merger, implementation of any merger, demerger, acquisition, or transfer demerger, acquisition, or transfer of another company's shares of another company's shares prior to disclosure of the prior to disclosure of the information. information. (2) Dates of material events: (2) Dates of material events: Including the signing of any Including the signing of any letter of intent or memorandum letter of intent or memorandum of understanding, the hiring of a of understanding, the hiring of a financial or legal advisor, the financial or legal advisor, the execution of a contract, and the execution of a contract, and the convening of a Board of convening of a Board of Directors meeting. Directors meeting. (3) Important documents and (3) Important documents and minutes: Including merger, minutes: Including merger, demerger, acquisition, and share demerger, acquisition, and share transfer plans; any letter of transfer plans; any letter of intent or memorandum of intent or memorandum of understanding, material understanding, material contracts, and minutes of the contracts, and minutes of the Board of Directors meetings. Board of Directors meetings. When participating in a merger, When participating in a merger, demerger, acquisition, or transfer of demerger, acquisition, or transfer of another company’s shares, the another company’s shares, the Company shall within two days Company shall report such to the To amend the wording in commencing immediately from the parent company as soon as the accordance with

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Amended Articles Current Articles Explanation
date of passage of a resolution by proposal is adopted by the Board of practical work
the Board of Directors, report the Directors. The parent company
information set out in the preceding shall, within two days commencing
paragraph in the prescribed format immediately from the date of
and via the Internet-based passage of a resolution by the Board
information system to the FSC for of Directors, report the information
recordation. set out in the preceding paragraph in
Where any of the companies the prescribed format and via the
participating in a merger, demerger, Internet-based information system
acquisition, or transfer of another to the FSC for recordation.
company's shares is neither listed on Where any of the companies
an exchange nor has its shares participating in a merger, demerger,
traded on an OTC market, the acquisition, or transfer of another
Company shall sign an agreement company's shares is neither listed on
with such company whereby an exchange nor has its shares
provisions set out in the above shall traded on an OTC market, the
be carried out. Company shall sign an agreement
(Subparagraph 5~9 are not with such company whereby
amended: omitted) provisions set out in the above shall
be carried out.
(Subparagraph 5~9 are not
amended: omitted)
Article 14 Procedures for Public Article 14 Procedures for Public
Disclosure of Information Disclosure of Information
(Item 1~5 are not amended: (Item 1~5 are not amended:
omitted) omitted)
(6) Where an asset transaction other (6) Where an asset transaction other
than any of those referred to in than any of those referred to in
the preceding five items, a the preceding five items, a
disposal of receivables by a disposal of receivables by a
financial institution, or an financial institution, or an
investment in the Mainland investment in the Mainland
China area reaches 20% or more China area reaches 20% or more
of paid-in capital or NT$300 of paid-in capital or NT$300
million. This shall not apply to million. This shall not apply to
the following circumstances: the following circumstances:
i. Trading of domestic government i. Trading of domestic government
bonds or the foreign government bonds. To amend the wording in
bonds with a credit rating not ii. Trading of bonds under accordance with
lower than our country's repurchase and resale Article 31 of
sovereign rating. agreements, or subscription or the “ Regulations”
ii. Trading of bonds under redemption of money market
repurchase and resale funds issued by domestic
agreements, or subscription or securities investment trust
redemption of money market enterprises.
funds issued by domestic (Subparagraph 2~7 are not
securities investment trust amended: omitted)
enterprises.
(Subparagraph 2~7 are not
amended: omitted)
Article 20 Article 20
The Procedures were established on The Procedures were established on
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Amended Articles Current Articles Explanation
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	June 10, 2003 The first amendment was on June 9, 2004 The second amendment was on June 12, 2006 The third amendment was on June 21, 2007 The fourth amendment was on June 15, 2012 The fifth amendment was on June 19, 2014 The sixth amendment was on June 8, 2017 The seventh amendment was on May 29, 2019 The eighth amendment was on August 12, 2021 The ninth amendment was on May 26, 2022	June 10, 2003 The first amendment was on June 9, 2004 The second amendment was on June 12, 2006 The third amendment was on June 21, 2007 The fourth amendment was on June 15, 2012 The fifth amendment was on June 19, 2014 The sixth amendment was on June 8, 2017 The seventh amendment was on May 29, 2019 The eighth amendment was on August 12, 2021	To add the date.

Appendix

Appendix 1: Rules and Procedures of Shareholders’ Meetings

104 Corporation

Rules and Procedures of Shareholders’ Meetings

2021/08/12 Article 1 ： Except as otherwise provided by law or the articles of incorporation, shareholders’ meetings of the Company shall be conducted in accordance with these Rules and Procedures. Article 2 ： Except as otherwise provided by law, shareholders’ meetings of the Company shall be convened by the board of directors. Article 3 ： The reason(s) for calling a meeting shall be specified in the meeting notifications and notices, and a shareholder may be informed via electronic means upon his/her approval. Article 4 ： A shareholders’ meeting shall be held at the head office of the Company or at an appropriate venue convenient for shareholders to attend and shall not begin earlier than 9:30 a.m. or later than 3:00 p.m. Article 5 ： Shareholders or appointed proxies (hereinafter referred to as “Shareholders”) shall attend a shareholders’ meeting on an attendance card, a sign-in card or other certificates of attendance. Proxy solicitors shall also present identification documents for verification. Attending shareholders shall submit their sign-in cards in lieu of signing in. Article 6 ： A shareholders’ meeting convened by the board of directors shall be presided over by the chairperson of the board of directors. If the chairperson of the board of directors is on leave or, for some reason, is unable to exercise his/her authority, the chairperson shall appoint one of the other directors to chair the meeting. Without any such designation, the other directors shall elect an acting chair for the meeting from among themselves. A shareholders’ meeting not called by the board of directors but by any other person entitled to convene such a meeting shall be presided over by the person convening the meeting. Article 7 ： The Company may appoint its lawyers(s), accountant(s) or other relevant persons to attend a shareholders’ meeting. Article 8 ： The Company shall make an audiotape or videotape recording of a shareholders’ meeting in its entirety, and such recording shall be retained for at least one year. Article 9 ： The attendance and voting at a shareholders’ meeting shall be calculated based on the number of shares. The shares held by shareholders who are without voting rights shall be excluded from the total number of shares in the issue when voting on a resolution at a shareholders’ meeting. The number of attending shares shall be calculated according to the number of sign-in cards submitted and the number of shares voted in writing or by way of electronic transmission. Article 10 ： The chair shall call the meeting to order at the time scheduled. However, the chair may postpone the meeting, two times at the maximum (20 minutes for the 1[st] postponement and 10 minutes for the 2[nd] postponement), if the number of shares represented by the shareholders in attendance falls short of one-half of the total number of shares in issue. If, after two postponements as described above, the number of shares represented by the shareholders in attendance is still short of the quorum but over one-third of all shares issued, a tentative resolution, with majority approval of voting shareholders in attendance, may be adopted in accordance with Article 175 of the Company Act. All

shareholders shall be informed of the tentative resolution, and another shareholders’ meeting shall be convened within one month’s time.

Prior to the conclusion of the meeting, if the number of shares represented by the shareholders in attendance surpasses one-half of the total number of shares in issue, the chair may call for a re-voting of the tentative resolution by attending shareholders in accordance with Article 174 of the Company Act.
Article 11 ： For a shareholders’ meeting convened by the board of directors, the meeting’s agenda shall be set by the board of directors, and each proposal (including extempore motions and amendments to proposals) must be voted on by poll, and the chairperson may decide to vote on a case by case basis, or adopt a package vote or split vote against various motions (including the motion for election), and count votes separately. The meeting shall proceed as set by the agenda unless otherwise changed by a resolution passed in the shareholders’ meeting.
The provision prescribed in the preceding paragraph shall also apply to a shareholders’ meeting not called by the board of directors but by any other person entitled to convene such a meeting.
Article 12 ： During discussion of a motion, the chair may announce the conclusion of discussion at an appropriate time and may terminate the discussion when necessary.
Article 13 ： A motion concluded or terminated of discussion by the chair shall be submitted for a vote immediately.
Article 14 ： Before an attending shareholder makes a speech, a slip specifying the key points of the speech, the shareholder’s account number (or attendance card number), and the account name must first be filled out, and any attending shareholder wishing to speak shall do so in the order determined by the chair.
An attending shareholder who has submitted the slip to speak but does not actually make a speech shall be regarded as not having spoken. The contents of the speech shall prevail over the contents of the slip if there is any inconsistency.
When an attending shareholder makes a speech, other shareholders shall not interrupt the speech without the permission of the chair and the speaking shareholder. The chair shall stop anyone committing such a violation.
Article 15 ： A shareholder may not speak more than twice regarding the same proposal.
Article 16 ： A shareholder’s speech may not exceed 5 minutes; however, a 3-minute extension, allowed once only, may be granted upon the chair’s permission. After an attending shareholder makes his/her speech, the chair may respond personally or may appoint a relevant person to make the response.
Article 17 ： When a shareholder’s speech exceeds the time limit or goes outside of the scope of the topic in discussion, the chair may stop his/her speech at any time.
Article 18 ： When a corporation attends a shareholders’ meeting as the proxy, only one person may be appointed as its representative at the meeting. When a corporate shareholder appoints two persons as its representatives at a shareholders’ meeting, only one person may speak on each particular motion in discussion.
Article 19 ： Every shareholder shall have one vote for each share held; however, shareholders who are subject to restrictions or without voting rights as provided in Paragraph 2, Article 179 of the Company Act shall be excluded.
Unless otherwise provided by the Company Act and the Company’s Articles of Incorporation, a motion put to a vote shall be approved by the majority of votes represented by the shareholders in attendance.
Article 20 ： If there is an amendment or a substitute proposal to a motion in discussion, the chair shall decide on their order of vote along with the original motion. If one of them has been approved, the others shall be deemed rejected and no further voting is required.
Article 21 ： Persons responsible for monitoring and counting the ballots during a vote shall be

appointed by the chair; however, the person(s) monitoring the vote shall be a shareholder(s).

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 22 ： The chair may direct disciplinary officers (or security guards) to help maintain order at the meeting venue. When assisting in keeping order at the venue, disciplinary officers (or security guards) shall wear arm-bands marked “Disciplinary Officer”.
If the venue is equipped with sound amplification equipment, the chair may stop a shareholder from speaking when he/she speaks using an apparatus not installed by the Company.
The chair may direct disciplinary officers (or security guards) to escort any shareholder who violates these Rules and Procedures, fails to abide by the chair’s correction or interferes with the progress of the meeting and fails to comply after being asked to refrain out of the meeting venue.
Article 23 ： During the meeting, the chair may, at his/her discretion, set time for a recess. In case of an incident of force majeure, the chair may temporarily suspend the meeting and shall decide how and when the meeting will resume.
Article 24 ： All resolutions reached at a shareholders’ meeting shall be compiled in the form of meeting minutes. The meeting minutes shall be signed or stamped by the chair and shall be distributed to each shareholder within 20 days of the meeting.
The Company may distribute the meeting minutes in the form of an announcement by means of a public notice.
The date (year, month, and day) and place of the meeting, the name of the chairperson, the resolution method, the summary of proceedings, the results of resolutions (including full voting results of the poll), and in the event of election of directors, each candidate’s result shall be recorded in the meeting minutes, and the meeting minutes shall be permanently retained as along as the Company exists.
Article 25 ： These Rules and Procedures shall come into force after their approval at the shareholders’ meeting, Subsequent amendments and rescission thereto shall be affected in the same manner. Matters not covered in these Rules shall be based on the relevant laws of the Republic of China and be subject to uniform interpretation by the revision unit.

Appendix 2: Articles of Incorporation

104 Corporation Articles of Incorporation

Chapter 1: General Principles

Article 1 ： The Company is incorporated under the Company Act of the Republic of China and named 104 CORPORATION (English name:104 CORPORATION)
Article 2 ： The lines of business operated by the Company are as follows:
(1) CC01120 Data Storage Media Manufacturing and Duplication
(2) F109070 Wholesale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
(3) F118010 Wholesale of Computer Software
(4) F209060 Retail Sale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
(5) F218010 Retail Sale of Computer Software
(6) F601010 Intellectual Property
(7) I103060 Management Consultancy
(8) I301010 Software Design Services
(9) I301020 Data Processing Services
(10) I301030 Digital Information Supply Services
(11) I401010 General Advertising Services
(12) I701011 Employment Services
(13) IZ12010 Manpower Services
(14) IZ13010 Internet Authentication Services
(15) J303010 Magazine and Periodical Publication
(16) J304010 Book Publishers
(17) JB01010 Conference and Exhibition Services
(18) IZ15010 Marketing Research and Opinion Polling
(19) J202010 Industry Innovation and Incubation Services
(20) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 ： The head office shall be located in New Taipei City. If necessary it may establish branches or offices domestic and/or overseas upon passing relevant resolutions at its board meetings.
Article 4 ： When the Company issues external endorsements and reinvests in other businesses to facilitate its business requirements, it shall not be subject to the restrictions of Article 13 of the Company Act.

Chapter 2: Shares

Article 5 ： The total capital of this bank shall be Five Hundred Million New Taiwan Dollars (NT$500,000,000), divided into Fifty Million (50,000,000) shares at Ten New Taiwan Dollars (NT$10.00) per share, and shall be issued in installments subject to the authorization of the board of directors.
Article 6 ： All share certificates of the Company shall be registered, affixed with the signatures or personal seals of the director representing the Company. The share certificates shall be duly certified or authenticated by the bank which is competent to certify shares under

the laws before issuance.

The Company issued shares are exempted from printing share certificates, and shall register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.

Article 7 ： When the Company shareholders process stock-related affairs including share transfers, rights pledges, loss reports, inheritance, gifts, seal loss reports and changes, or address changes, and exercise any or all within their rights, unless otherwise provided by regulations and securities laws, all other related matters shall follow the Regulations Governing the Administration of Shareholder Services of Public Companies.
Article 8 ： Assignment/transfer of shares shall be suspended 60 days before the date of a general meeting of shareholders, and 30 days before the date of any extraordinary meeting of shareholders, or within five days before the day on which dividends, bonus, or any other benefit is scheduled to be paid by the Company.

Chapter 3: Shareholders’ Meetings

Article 9 ： Shareholders’ meetings of the Company shall be of two types, regular meetings and extraordinary meetings.
Regular meetings shall be convened once a year within six months after the close of each fiscal year, and a notice to convene a regular meeting shall be given to the shareholders within 30 days.
When necessary, extraordinary meetings shall be convened and a notice to convene an extraordinary meeting shall be given to the shareholders within 15 days.

The notice in the preceding paragraph shall specify date, place and agenda of the meeting.

Unless otherwise provided by the Company Act, the shareholders’ meetings are convened by the board of directors.
Article 10 ： When a shareholder is unable to attend a shareholders’ meeting for some reason, he or she may appoint a proxy to attend a shareholders’ meeting on his or her behalf by executing a power of attorney printed by the corporation stating therein the scope of power authorized to the proxy. When a person acts as proxy for two or more shareholders, the number of votes represented by him or her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the portion of excessive voting power shall not be counted.

A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the company no later than 5 days prior to the date of the shareholders’ meeting.

Unless otherwise regulated by the Company Act, other matters in relation hereto shall follow “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.

Article 11 ： Unless otherwise regulated by the Company Act, a shareholders’ meeting shall be presided over by the chairman. In the chairman’s absence, the chairman shall designate one director to act on his or her behalf. In the absence of such designation, the directors shall elect one to act on his or her behalf. The rules of procedures for the Company’s shareholders meetings shall be as provided in the company ethical best practices regulations.
Article 12 ： Except for paragraph 2 of Article 179 and paragraph 2 of Article 197-1 of the Company Act where there is no voting power for shares, each shareholder of the Company shall be entitled to one vote for each share he/she holds.
Article 13 ： The voting power at a shareholders’ meeting may be exercised in writing or by way of electronic transmission, A shareholder exercising voting power in writing form or by

way of electronic transmission shall be deemed to have attended the meeting in person, but to have waived his/her voting power with respect to the extemporary motions and amendments to original proposals of that meeting. Electronic voting shall be conducted in accordance with to Article 177-2 of the Company Act.

Article 14 ： Unless otherwise provided by the Company Act, resolutions at a shareholders’ meeting shall be adopted by a majority vote (50%) of the shareholders present, who hold more than 50% of the total number of shares issued and outstanding. Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty days after the close of the meeting.

The preparation of the minutes of shareholders’ meeting as required in the preceding paragraph may be effected by means of electronic transmission.

The distribution of the minutes of shareholders’ meeting as required in the preceding Paragraph may be effected by means of electronic transmission.

The minutes of shareholders’ meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the company.

The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 hereof, the minutes of the shareholders’ meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

Chapter 4: Director and Audit Committee

Article 15 ： The Company shall have five to nine directors, to be elected at the shareholders’ meeting.

The number of directors indicated in the preceding paragraph shall not be fewer than three seats for independent directors which in turn shall be no fewer than one-fifth (1/5) of the total board size.

The directors shall be elected in accordance with the candidate nomination process, meaning shareholders shall elect the directors among the nominees list in the roster of director candidates.

The election of the directors shall follow Article 198 of the Company Act. The election of independent and non-independent directors shall be carried out together but their votes calculated separately. Candidates prevailing in the vote count shall be deemed independent directors and directors.

The tenure of office of the directors shall be three years, and they shall be eligible for re-election.

In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.

Article 16 ： The total number of shares held by the directors shall follow the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” designated by the competent authority.

Article 17 ： To disperse director law liability risks and thereby increase the Company’s governance capability, the Company may obtain Liability Insurance for all directors, and for all reinvestment company director and supervisor representatives with respect

to liabilities resulting from exercising their duties during their terms of directorship. The Company shall report the insured amount, coverage, premium rate, and other important contents of the Liability Insurance in the preceding paragraph it has obtained or renewed for directors, at the most recent board meeting.

Article 18 ： The board of directors shall be composed of directors. The chairman of the board of directors shall be elected from among the directors by a majority vote of the directors present at a meeting attended by at least two-thirds (2/3) of the directors. The chairman shall be in charge of the entire Company’s internal business as well as for its external representation.
Article 19 ： The board of directors is convened by the chairman. The meeting shall be presided by the chairman. If he is on leave or if, for any cause, he is unable to perform his duties, the chairman shall designate another director to act on his behalf. Without such a designation, the other directors shall elect one from among themselves to act for the chairman.
The board meeting may be convened by video conference. A director shall be deemed to attend the board meeting in person if he attends the video conference. When a director is unable to attend the meeting for some reason, he or she may appoint another director as a proxy to attend the meeting in his or her behalf by executing a power of attorney.
All board directors need to be notified seven days prior to the convening of board meetings. The board must be able to convene at any time in instances of emergencies. The notice to convene must expressly stipulate the subject of the meeting and be sent out in the form of written notices, emails, or faxes.
Article 20 ： Except as otherwise provided in the Company Act, resolutions at the meetings of the board of directors shall be adopted by a majority vote at a meeting attended by majority of the directors.
Article 21： Pursuant to Article 14-4 of the Securities and Exchange Act, the Company will establish an audit committee. The audit committee shall make up of the entire number of independent directors, is responsible for executing powers relegated to supervisors by the Company Act, Securities and Exchange Act and other laws and regulations.
Article 22 ： When the Company’s directors execute their duties, regardless of whether the Company business operates at a profit or loss, the Company shall furnish their remuneration. The board is authorized to determine remuneration to directors and supervisors based on their level of participation in the Company operations and their individual contributions, using industry standards as their reference. Such deliberations will refer to industry norms and standards and not exceed standard agreements per Company management regulations for the Company’s highest positions.

Chapter 5: Manager

Article 23 ： The Company may establish several managers with their appointments authorized by resolutions of the board of directors and decided by the chairman. If a managerial relationship position is appointed, the appointment, dismissal and remuneration shall conform with the Company Act.

Chapter 6: Accounting

Article 24 ： The fiscal year of the Company shall begin on January 1 and end on December 31 of each year. Annual closing of books shall be done at the close of each fiscal year. The board of directors shall then have the following financial statements and other reports

prepared in accordance with the Company Act, and shall deliver these to the audit committee for examination 30 days before the date fixed for the regular shareholders’ meeting:

(1) Report on operations;
(2) Financial statements; and
(3) Proposals on distribution of profits or covering of losses.
Article 25 ： At the end of the fiscal year, if the Company operates at a profit (the profit so-called is pre-tax profit before deducting remuneration for distributed employees and directors) it shall contribute an employee bonus consisting of 8%-15% of employee salaries and bonuses to directors consisting of no more than 3% of their salaries. However, any losses accumulated by the Company to date shall be paid off first.

The employee bonus in the preceding paragraph shall be distributed in the form of shares or in cash and object of payment includes the employees of parents or subsidiaries of the Company meeting certain specific requirements. The directors’ remuneration shall be distributed in the form of cash.

The items in the preceding two paragraphs shall be undertaken by resolution of the board of directors and a report shall be submitted to the shareholders’ meeting.

Article 26 ： At the end of each fiscal year, if the Company has net profits they shall first be used to remedy any losses and add other profit items adjusted to the current year’s undistributed earnings other than after-tax net income for the period as calculated and 10% of net profits will be set aside as a statutory surplus reserve. However, if the accumulation of statutory surplus reserves reaches the total paid-in capital, then this limitation does not apply.

Whether the rest of the accumulated profit is to be distributed in the form of dividends or retained shall be decided by resolution at the shareholders’ meeting.

Article 27 ： The Company’s dividend policy shall be based on considerations of the Company’s current industry operating environment and growth phase and shall accord with future capital demand and the long term financial planning of the Company, and be allocated on sound principles. Currently our industry is projected to enjoy a growth phase and over the next few years, we anticipate business expansion plans and capital demand. Therefore, as regards the Paragraph 2 of the preceding Article vis-a-vis surplus profit available for distribution, dividends shall be distributed in the form of cash or shares. The cash dividend shall not be less than 10% of the total amount of the dividend. The type and ratio of surplus profit distribution shall depend on the real profit and capital condition at the end of each fiscal year and be revised by resolution of the shareholders’ meeting.

Chapter 7: Supplementary Provisions

Article 28 ： The Company Act shall be referred to for matters not covered in these Articles of Incorporation.

Article 29 ： The Articles of Incorporation was first made executed on October 1, 1993 The first amendment was made on July 31, 1998 The second amendment was made on March 14, 2000 The third amendment was made on July 20, 2000 The fourth amendment was made on August 14, 2000 The fifth amendment was made on June 3, 2002 The sixth amendment was made on June 9, 2004 The seventh amendment was made on May 16. 2005 The eighth amendment was made on June 12, 2006 The ninth amendment was made on June 11, 2008

The tenth amendment was made on June 10, 2009 The eleventh amendment was made on June 17, 2010 The twelfth amendment was made on June 15, 2012 The thirteenth amendment was made on June 24, 2015 The fourteenth amendment was made on June 7, 2016 The fifteenth amendment was made on June 8, 2017 The Sixteenth amendment was made on May 29, 2019 The Seventeenth amendment was made on May 28, 2020 The Eighteenth amendment was made on August 12, 2021

Appendix 3: Procedure for Acquisition and Disposal of Assets (Before Amendments)

104 Corporation Procedure for Acquisition and Disposal of Assets

Article 1 ： Purpose

The Procedures are enacted especially for guaranteeing investments, implementing information disclosure and strengthening the Company’s management of the acquisition or disposal of assets.

Article 2 ： Basis

The Procedures are adopted in accordance with Article 36-1 of the Securities and Exchange Act and Article 7 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”.

Article 3 ： Scale of Assets

The term “assets” as used in the Procedures includes the following:

Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.
Memberships.
Patents, copyrights, trademarks, franchise rights, and other intangible assets.
Right-of-use assets.
Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
Derivatives.
Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
Other major assets.

Article 4 ： Definition of Terms

Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term “forward contracts” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, This could also refer to the transfer of shares from another company through the issuance of new shares of its own as the consideration therefor (hereinafter “transfer of shares”) under Article 156-3 of the “Company Act.”
Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
Date of occurrence: Refers to the date of contract signing, date of payment, date of

consignment trade, date of transfer, dates of boards of director resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier. For investments for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.

Mainland China area investment: Refers to investments in the mainland China area approved by, Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
Article 5 ： Exclusion of Related Parties

Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant’s opinions, attorney’s opinions, or underwriter’s opinions shall meet the following requirements.

May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
May not be a related party or de facto related party of any party to the transaction.
If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following:

Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.
When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.

Article 6 ： Scale and Limit of Investment

Real property, right-of-use assets thereof or securities acquired by the company for nonbusiness use, other than bonds or bills traded under repurchase agreements, negotiable certificates of deposit and other financial instruments, shall be executed in accordance with the company’s internal control system and the level of authority table. The limits thereof are as below:

The total amount of real property and right-of-use assets for non-business use shall not exceed 15% of the Company’s net worth for the previous year, audited by a certified public account.
The total amount of securities investment shall not exceed 40% of the Company’s net worth for the previous year, audited by a certified public account.

The limit on investments in individual securities shall not exceed 30% of the Company’s net worth for the previous year, audited by a certified public account.
The transaction amount of acquiring or disposing of memberships or intangible assets shall not exceed 15% of the Company’s net worth for the previous year, audited by a certified public account.
Article 7 ： Appraisal and Operational Procedures for Assessment of Acquisition or Disposal of Assets
Determination Procedures for trading terms
- (1) The means of price determination and supporting reference materials for acquiring or disposing of assets:
  - i. Acquisition or disposal of securities
  - (i) The price of securities traded in centralized securities exchanges or overthe-counter securities firms shall be decided by the market price of such securities at the time of the transaction.
  - (ii) The price of securities not acquired or disposed of in a centralized securities exchange or over-the-counter securities firms shall be decided upon by taking into account the net worth per share, profitability, future development potential and referring to the trading price at the time of the transaction.
  - ii. An acquisition or disposal of real property and right-of-use assets, equipment or memberships, or intangible assets shall be conducted by means of price comparison, price negotiation, invitation to tender, or other methods.
- (2) The unit in charge shall abide by the Company's Approval Authorization Table to conduct an acquisition or disposal of assets, and submit such to the unit in charge for deliberation.
Determination Procedures for authorized limits
- (1) Acquisition or disposal of securities

The Company shall abide by its level of authority Table to conduct an acquisition or disposal of short-term and long-term securities investments. It shall then submit such to the unit in charge for deliberation.

(2) Acquisition or disposal of real property and right-of-use assets, equipment or memberships, or intangible assets:

The unit undertaking the operation shall arrange, according to the Company's level of authority Table, reasons for the proposed acquisition or disposal, underlying assets, trading counter-party, transfer price, payment/receipt terms, and supporting reference materials for prices. The unit shall then submit such to the unit in charge for deliberation.

Article 8 ： Director or Independent Director’s Dissent with regard to the Acquisition or Disposal of Assets.
With respect to the Company’s acquisition or disposal of assets that is subject to the approval of the Board of Directors under the Procedures or provision of another act, if a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director’s dissenting opinion to each members on the audit committee.

Any transaction involving major assets or derivatives the decision of which requires submission to the Board of Directors for discussion according to the Procedure or regulations of laws shall be concurred in by more than half of all audit committee members and be submitted to the Board of Directors for determination.

In the absence of concurrence by over half of all audit committee members for the regulatory audit committee consent matter(s) as required by the Procedure, the matter(s) may be implemented by approval by over two-thirds of all Directors, and the minutes of

the Board of Directors shall record the resolution(s) of the audit committee.

The “all audit committee members” and “all Directors” shall be the de facto account of numbers of people then holding respective offices.

Article 9 ： Appraisal Report for Acquiring or Disposing of Real Property or Equipment In acquiring or disposing of real property, equipment or right-of-use assets thereof which meets the standard for announcement and report, and where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:
Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
Where the transaction amount is over NT $1 billion or more, appraisals from two or more professional appraisers shall be obtained.
Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all of the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (the "ARDF")and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
- (1) The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.
- (2) The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.
No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date. Where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA's opinion.
Article 10 ： Appraisal report for Acquisition or Disposal of Securities, intangible assets or right-ofuse assets thereof or Memberships
In acquiring or disposing of securities, the Company prior to the date of occurrence of the event, shall obtain the issuing company’s most recent audited or reviewed financial statement by a CPA for reference in appraising the transaction price. In the dollar amount of the transaction is 20% of the Company’s paid-in capital or NT $300 million or more, a CPA shall be engaged to provide an opinion regarding the reasonableness of the transaction price before the date of the occurrence of the event. If an expert’s opinion should be adopted by the CPA, this shall be carried out in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. However, this requirement does not apply to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of

Financial Supervisory Commission (FSC).

Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20% or more of the Company's paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.
Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA's opinion.

Article 11 ： Related Party transactions

The Company shall conduct the necessary resolution and appraise on the reasonableness of trading terms in accordance with the provisions under Articles 7 to 10 and the Article while acquiring or disposing of assets from or to a related party. Where the transaction amount reaches 10% or more of the Company’s total assets, it shall also obtain the appraisal report from by a professional appraiser or CPA's opinion pursuant to the preceding article. When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of the Company’s paid-in capital, 10% or more of the total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the audit committee, and then approved by the Board of Directors: (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
(2) The reason for choosing the related party as a trading counterparty.
(3) With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Subparagraph 3 to Subparagraph 6 under the Article.
(4) The date and price at which the related party originally acquired the real property, the original trading counter-party, and that trading counterparty’s relationship to the Company and the related party.
(5) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
(6) An appraisal report from a professional appraiser or a CPA’s opinion in compliance with the preceding Subparagraph.
(7) Restrictive covenants and other important stipulations associated with the transaction.
The Company that acquires real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means (where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the

structures may be separately appraised in accordance with either of the means listed in the preceding paragraph):

(1) Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly born by the buyer. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property. This may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
(2) Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan. The actual cumulative amount loaned by the financial institution shall have been 70% or more of the financial institution's appraised loan value of the property and the period of the loan shall have been one year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties.
The Company that acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with Subparagraph 3 shall also engage a CPA to check the appraisal and render a specific opinion.
Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Subparagraph 2, and the preceding two subparagraphs do not apply:
(1) The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
(2) More than five years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.
(3) The real property is acquired through the signing of a joint development contract with the related party or through engaging a related party to build real property, either on the Company's own land or on rented land.
(4) The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital.
When the results of the Company’s appraisal conducted in accordance with Subparagraph 3 of the Article are uniformly lower than the transaction price for acquiring real property from the related party, the matter shall be handled in compliance with Subparagraph 7. However, where the following circumstances exist, objective evidence has been submitted, and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA, this restriction shall not apply:
(1) Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
- i. Where undeveloped land is appraised in accordance with the means in the preceding article, and structures according to the related party’s construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The “reasonable construction profit” shall be deemed the average gross operating profit margin of the related party’s construction division over the most recent three years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry

of Finance, whichever is lower.

  - ii. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.

(2) Where the Company acquiring real property, or obtaining real property right-ofuse assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.
(3) Completed transactions involving neighboring or closely valued parcels of land in (1) and (2), in principle, refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels, in principle, refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.
Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with Subparagraph 3 of this Article are uniformly lower than the transaction price, the following steps shall be taken:
(1) A special reserve shall be set aside in accordance with Paragraph 1 of Article 41 of the Securities and Exchange Act against the difference between the real property or right-of-use assets thereof transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another public company, the special reserve called for pursuant to law shall be set aside pro rata in a proportion consistent with the share of the Company’s equity stake in the other company.
(2) The independent director members of the audit committee shall comply with Article 218 of the Company Act.
(3) Actions taken pursuant to the preceding two items shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
(4) The Company that has set aside a special reserve under the preceding provisions may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.
(5) The Company obtains real property or right-of-use assets thereof from a related party, shall also comply with the preceding four items if there is other evidence indicating that the acquisition was not an arm’s length transaction.
With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital, the Company shall make arrangements in accordance with the Approval Authorization Table and have the decisions deliberated by the unit in charge. Subsequently the

finance unit shall submit the relevant data to be ratified by the next Board of Directors meeting.

(1) Acquisition or disposal of equipment or right-of-use assets thereof held for business use.

(2) Acquisition or disposal of real property right-of-use assets held for business use. Article 11-1: The calculation of the transaction amounts referred to in Article 9, Article 10 and Subparagraph 1 of Article 11 shall be made in accordance with Subparagraph 2 of Article 14 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount.

The calculation of the transaction amounts referred to in Subparagraph 2 of Article 11 shall be made in accordance with Subparagraph 2 of Article 14 herein. “Within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the audit committee, and then approved by the Board of Directors need not be counted toward the transaction amount.

Article 12 ： Engaging in Derivatives Trading

Business and hedging strategies

The purpose of engaging in derivatives trading shall be to avert risks, and the products selected for trading shall mainly enable the Company to avert the risk arising from business operations. The Company shall only select banks it has established business relations with to engage in transactions in order to avoid credit risks.

Delineation of duties
(1) Financial personnel
- i. Collection of market information, trend and risk analysis, familiarity with financial products, their applicable laws, and trading techniques. This includes engaging in derivatives trading according to the instruction and authorization by the supervisor in charge to avert the risk of market price volatility.

ii. Periodic evaluation methods

iii.Periodic public announcement and reporting.

(2) Accountant
- i. Providing information on risk-exposed positions.
- ii. Bookkeeping and compiling financial statements according to TIFRS. iii.Measurement, supervision and controlling of transaction risks.
Essentials of performance evaluation
(1) Hedging transactions shall be evaluated once on a biweekly basis, and the evaluation report should be submitted to the General Manager at the Head Office for ratification.
(2) In performance evaluations, a comparison between the current value and preset assessment benchmark shall be made on the date of evaluation to serve as a reference for future decisions.
Limits on transactions and upper limits on losses.
(1) The total contractual amount of transactions involving hedging positions denominated in a foreign currency, including foreign exchange (FX) forwards and other derivatives, shall not exceed the net foreign currency assets or liabilities held by the Company.
(2) With respect to hedging transactions such as FX trading and interest rate swaps, such transactions are made for the purpose of hedging. Thus, there is no upper limit on losses. Where exchange rates pose material adverse effect, the General

Manager at the Head Office shall gather the relevant personnel to discuss the countermeasures. The upper limit on losses from a singular contract involving other derivatives shall not exceed 10% of the transaction amount. Proposals may be dealt with by the Chairman first prior to being submitted to the Board of Directors for ratification when necessary.

Operating procedures:
(1) Confirmation of trading positions.
(2) Analysis and judgment of the relevant trends.
(3) Specific methods for determining hedging:
i. Underlying assets.
ii. Trading positions.
iii.Target price and range.
iv. Strategies and types of transactions.
(4) Acquisition of approval for transaction
(5) Execution of transaction
i. Trading counter-party: Limited to domestic and foreign financial institutions. Otherwise, a proposal shall be submitted to the General Manager of the Head Office for approval.
ii. Dealer: The Company's dealers who are allowed to perform derivatives trading shall be proposed to the General Manager of the Head Office for approval before the dealing commences. Subsequently, a notice stating that personnel other than the aforementioned dealers are not allowed to engage in trading shall be sent to the financial institutions having business relations with the Company.
(6) Confirmation of transaction: After a dealer makes a transaction, dealer shall fill out a transaction document and engage the personnel responsible for verification to confirm whether the trading terms are the same as those in the transaction document, dealer shall then submit such to be reviewed by the General Manager of the Head Office.
(7) Settlement: After a transaction is confirmed, the unit in charge of dispatching funds shall appoint a settlement personnel member to prepare the money and the relevant receipts and conduct the settlement based on the agreed price.
Authorized limit

An authorized limit on the Company’s engagement in hedging trading shall be carried out in accordance with the Company’s level of authority Table.

Accounting treatment method

The accounting treatment of derivatives trading is to recognize and evaluate transactions pursuant to TIFRS.

Internal control
(1) Risk management measurement
- i. Credit risk management: Trading counter-parties shall mainly be banks having business relations with the Company.
- ii. Market risk management: Limited to transactions in a public centralized securities exchange and over-the-counter markets.
- iii.Liquidity risk management: To ensure the liquidity, the Company shall confirm with the personnel in charge of dispatching funds whether the trading limit will cause insufficient liquidity before executing a transaction.
- iv. Cash flow risk management: To ensure that the Company maintains a stable level of operational funds, the Company shall only engage in derivative trading with its own funds, and the trading amount shall take into consideration the demand for funds based on the cash flow forecasts for the next three months.

  - v. Operational risk management: The Company is required to comply with the authorized limits and operational procedures in order to avoid operational risks.

  - vi. Legal risk management: Any document signed with banks shall be reviewed by legal affairs personnel prior to the official signing to avoid legal risks.

(2) Internal control
- i. Dealers may not serve concurrently in other operations, such as confirmations and settlements.
- ii. Dealers shall hand over trading slips or contracts to personnel in charge of the registry for recordation.
- iii.Personnel in charge of registry shall periodically perform reconciliations with or while making registrations for the trading counterparty.
- iv. Personnel in charge of registry shall establish a log book in which the types and amounts of derivatives trading engaged in, approval dates by the Chairman or the Board of Directors, and the matters required to be carefully evaluated shall be recorded in detail.
- v. Finance personnel shall be responsible for the measurement, supervision and control of trading risks, and they shall report such to the Board of Directors on a regular basis.
(3) Periodic evaluation
- i. A finance supervisor appointed by the Board of Directors shall pay attention to the supervision and control of risks arising from derivatives trading at all times. The finance supervisor shall also make periodic evaluations on whether the performance of the transaction complies with the existing business strategies and whether the risks undertaken fall within a tolerable scope.
- ii. The finance supervisor shall make periodic evaluations of whether existing risk management procedures are properly and realistically carried out in accordance with the Procedures.
- iii. Hedging transactions carried out based on business needs shall be evaluated every two weeks, and such evaluation reports shall be submitted to the senior supervisor authorized by the Board of Directors.
- iv. When an irregularity occurs, the finance supervisor shall adopt necessary countermeasures and report to the Board of Directors instantly. The independent directors shall attend the Board of Director's meeting and give opinions.
- v. When the Company engages in derivatives trading, it shall authorize the relevant personnel to make arrangements pursuant to the provisions of the Procedures and subsequently report such to the next Board of Directors meeting.
Internal audit system
(1) Internal auditors shall, pursuant to the Procedures, understand the suitability of internal control for derivatives trading on a regular basis, audit the trading department's compliance with the “Procedure for Acquisition and Disposal of Assets”, analyze the trading cycle on a monthly basis, and prepare an audit report. In the event of discoveries of material violations, a written notice shall be submitted to the audit committee.
(2) In accordance with the "Regulations Governing Establishment of Internal Control Systems by public companies the audit report in the preceding paragraph and the correction conditions of irregularities shall be reported to the FSC for recordation.

Article 13 ： Mergers, Demergers, Acquisitions, or Transfers of Shares

The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the Board of Directors to resolve the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit to the Board of Directors for deliberation and passage. However, the Company may be exempt from obtaining an aforesaid opinion on reasonableness issued by an expert. In the case of a merger by the Company of a subsidiary in the which it directly or indirectly holds 100% of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company holds 100% of percent of the respective subsidiaries’ issued shares or authorized capital.
The Company participating in a merger, demerger, acquisition, or transfer of shares shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholder’s meeting, and include it along with the expert opinion referred to in the preceding subparagraph when sending shareholders notification of the shareholder’s meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided Where a provision of another act exempts the Company from convening a shareholder’s meeting to approve the merger, demerger, or acquisition, this restriction shall not apply.
Where the shareholder’s meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to of a lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholder’s meeting.
If the Company intends to participate in a merger, demerger, or acquisition, it shall convene a Board of Directors meeting and shareholder’s meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent. A company participating in a transfer of shares shall call a Board of Directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

When participating in a merger, demerger, acquisition, or transfer of shares, the Company shall prepare a full written record of the following information and retain it for five years for reference:

(1) Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.
(2) Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a Board of Directors meeting.
(3) Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans; any letter of intent or memorandum of understanding, material contracts, and minutes of the Board of Directors meetings. When participating in a merger, demerger, acquisition, or transfer of another company’s shares, the Company shall report such to the parent company as soon

as the proposal is adopted by the Board of Directors. The parent company shall, within two days commencing immediately from the date of passage of a resolution by the Board of Directors, report the information set out in the preceding paragraph in the prescribed format and via the Internet-based information system to the FSC for recordation.

Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the Company shall sign an agreement with such company whereby provisions set out in the above shall be carried out.

Every person participating in or privy to the Company’s plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.
The Company may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:
(1) Cash capital increase, issuance of convertible corporate bonds, issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
(2) An action, such as a disposal of major assets, which affects the Company’s financial operations.
(3) An event, such as a major disaster or major change in technology, which affects the Company’s shareholder equity or share price.
(4) An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stocks.
(5) An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
(6) Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
The contract for participation by the Company in a merger, demerger, acquisition, or transfer of shares shall record the rights and obligations and it shall also record the following:
(1) Handling of breach of contract.
(2) Principles for the handling of equity-type securities previously issued or treasury stocks previously bought back by any company that is extinguished in a merger or that is demerged.
(3) The amount of treasury stocks participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
(4) The manner of handling changes in the number of participating entities or companies.
(5) Preliminary progress schedule for plan execution, and anticipated completion date.
(6) Scheduled date for convening the legally mandated shareholder’s meeting if the plan exceeds the deadline without completion, and relevant procedures.
After public disclosure of the information, if the Company participating in the merger, demerger, acquisition, or share transfer intends to further carry out a merger,

demerger, acquisition, or share transfer with another company, participating Companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer. An exception to this is that where the number of participating companies is decreased and a participating company’s shareholder’s meeting has adopted a resolution authorizing the Board of Directors to alter the limits of authority, in these case, the Company may be exempted from calling another shareholder’s meeting to resolve on the matter anew.

Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Subparagraph 4, Subparagraph 5, and Subparagraph 8 under this Article.

Article 14 ： Procedures for Public Disclosure of Information

Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC’s designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:
- (1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or rightof-use assets thereof from or to a related party where the transaction amount reaches 20% or more of the Company's paid-in capital, 10% or more of total assets, or NT$300 million or more; provided, this shall not apply to the trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
- (2) Merger, demerger, acquisition, or transfer of shares.
- (3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the Procedures.
- (4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is no related arty, and the transaction amount meets any of the following criteria:
  - i. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
  - ii. For a public company whose a paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.
- (5) Where land is acquired under an arrangement on engaging others to build on the Company’s own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million
- (6) Where an asset transaction other than any of those referred to in the preceding five items, a disposal of receivables by a financial institution, or an investment in the Mainland China area reaches 20% or more of paid-in capital or NT$300 million. This shall not apply to the following circumstances:
  - i. Trading of domestic government bonds.
  - ii. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
The amount of transactions above shall be calculated as follows:
- (1) The amount of any individual transaction.

  - (2) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.

  - (3) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.

  - (4) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

“Within the preceding year”, as used in the preceding Subparagraph, refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with the Procedures need not be counted toward the transaction amount.
The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.
When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and report in their entirety within two days counting inclusively from the date of knowing of such error or mission.
When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for at least five years except where another act provides otherwise.
When any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced in accordance with the regulations, a public report of relevant information shall be made on the website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event: (1) Change, termination, or rescission of a contract signed in regards to the original transaction.
- (2) The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
(3) Change to the originally publicly announced and reported information.
Article 15 ： Management of Subsidiaries
Where the Company's subsidiary is a public company, it shall establish the “Procedure for Acquisition and Disposal of Assets”. After the procedure have been approved by its Board of Directors and shareholder’s meeting, they shall be submitted to the Company's Board of Directors for reference. The same applied when the procedure are amended.
Where a subsidiary invested in by the Company is not a domestic public company, and when acquisitions and disposals of assets meet the standards for public announcements and reporting, the Company shall also make an announcement and reporting and send a copy. In accordance with the subsidiary’s standards for public announcements and reporting, “the Company’s paid-in capital”, as used therein, shall be based on the Company's paid-in capital.
Article 16 ： For the calculation of 10% of total assets under the Procedures, the total assets stated in the most recent parent company only financial statement or individual financial statement in conformity with the Regulations Governing the Preparation of Financial

Reports by Securities Issuers.

In the case of the Company whose shares have no par value or a par value other than NT$10 per share, for the threshold of transaction amounts of 20% of paid-in capital under the procedure shall be replaced by 10% of equity attributable to owners of the parent; for the threshold of transaction amounts of NT$10 billion of paid-in capital under the procedure shall be replaced by NT$20 billion of equity attributable to owners of the parent.

Article 17 ： When the relevant personnel violates the Procedures and applicable law, the Company may issue a warning, reprimand, demotion, suspension of duties or make other punishments based on the severity and use, such as internal review items.
Article 18 ： Items not dealt with in the Procedures will be executed in compliance with legal regulations and the Company's relevant articles. If the competent authority amends the originally publicized Order for the Regulations Governing the Acquisition and Disposal of Assets, the Company shall abide by the new order.
Article 19 ： The Procedures, and any amendments thereto, shall first be submitted to the audit committee, and Board of Directors for a decision beforehand, and reported to a shareholders' meeting for approval prior to implementation. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall record the director's dissenting opinion in the minutes of the board of directors meeting. In the absence of concurrence by over half of all audit committee members for the regulatory audit committee consent matter(s) as required by the Procedure, the matter(s) may be implemented by approval by over two-thirds of all Directors, and the minutes of the Board of Directors shall record the resolution(s) of the audit committee. The “all audit committee members” and “all Directors” shall be the de facto account of numbers of people then holding respective offices.
Article 20 ： The Procedures were established on June 10, 2003 The first amendment was on June 9, 2004 The second amendment was on June 12, 2006 The third amendment was on June 21, 2007 The fourth amendment was on June 15, 2012 The fifth amendment was on June 19, 2014 The sixth amendment was on June 8, 2017 The seventh amendment was on May 29, 2019 The eighth amendment was on August 12, 2021

Appendix 4: Shareholdings of Directors

104 Corporation

Shareholdings of Directors

Minimum shares required to be held by the entirety of the directors: 3,600,000 shares

==> picture [439 x 321] intentionally omitted <==

----- Start of picture text -----

March 28, 2022
Shares held as registered in the
shareholder’s roster during the
Date of Term of
Job Title Name book closure period
election office
Number of
Percentage
Shares
August 12,
Chairman Rocky Yang 3 Year 4,495,402 13.54%
2021
August 12,
Director Steven Su 3 Year 254,202 0.77%
2021
August 12,
Director Simon Juan 3 Year 132,240 0.40%
2021
August 12,
Director Chang Mun Kee 3 Year 0 0.00%
2021
Independent August 12,
Chin-Li Lin 3 Year 0 0.00%
Director 2021
Independent August 12,
Sean Lien 3 Year 0 0.00%
Director 2021
Independent Chung-Huey August 12,
3 Year 0 0.00%
Director Huang 2021
Total of all directors 4,881,844 14.71%
----- End of picture text -----

Note: As of March 28, 2022, the Company has issued 33,190,700 shares.

AI assistant

104 — AGM Information 2022

52296_rns_2022-06-13_030206b6-b67d-4625-b66d-566ab6fba7f3.pdf

104 Corporation Table of Contents

Meeting Procedure

104 Corporation

2022 Annual Shareholders’ Meeting Procedure

Meeting Agenda

104 Corporation

2021 Annual Shareholders ’ Meeting Agenda

I. Matters for Report

1. The 2021 Business Report.

2. The 2021 Audit Committee’s Review Report.

II. Matters for Ratification

1. Adoption of the 2021 Business Report and Financial Statements. (Proposed by the Board of Directors)

2. Adoption of the Proposal for Distribution of 2021 Earnings. (Proposed by the Board of Directors)

III. Matters for Discussion

IV. Extemporary Motions

V. Adjournment

Attachment

104 Corporation Business Report

I. 2021 Business Report

1. Achievements of the implementation of the operational plan

(1) Career Mission

(2) Elderly Mission

(3) Children Mission

2. Financial Performance

3. Research and Development Results

(5) Optimized HR Portal - Assessment Center:

II. The Company’s Development Strategies and Future Prospects

1. The Company’s Development Strategies

2. Future Prospects

Audit Committee’s Review Report

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

KPMG

Note to Readers

Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Changes in Equity

(English Translation of Financial Statements and Report Originally Issued in Chinese)

104 CORPORATION

Statements of Cash Flows

For the years ended December 31, 2021 and 2020

Independent Auditors' Report

To the Board of Directors of 104 Corporation:

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

104 Corporation Earnings Distribution Proposal

104 Corporation

Comparison Table of the “Procedure for Acquisition and Disposal of Assets” Amendments

Appendix

104 Corporation

Rules and Procedures of Shareholders’ Meetings

104 Corporation Articles of Incorporation

Chapter 1: General Principles

Chapter 2: Shares

Chapter 3: Shareholders’ Meetings

Chapter 4: Director and Audit Committee

Chapter 5: Manager

Chapter 6: Accounting

Chapter 7: Supplementary Provisions

Appendix 3: Procedure for Acquisition and Disposal of Assets (Before Amendments)

104 Corporation Procedure for Acquisition and Disposal of Assets

104 AGM Information 2022